WISCONSIN POWER & LIGHT CO, S-3, 1999-09-27

WISCONSIN POWER & LIGHT CO
S-3, 1999-09-27
ELECTRIC & OTHER SERVICES COMBINED

Previous: WESTLAND DEVELOPMENT CO INC, 10KSB, 1999-09-27

Next: ZIONS COOPERATIVE MERCANTILE INSTITUTION, SC 13D, 1999-09-27

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------------------
WISCONSIN POWER AND LIGHT COMPANY
(Exact name of registrant as specified in its charter)

Wisconsin 39-0714890
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
Vice President-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, Esq. Andrea G. Bacon, Esq.
Foley & Lardner Chapman and Cutler
777 East Wisconsin Avenue 111 West Monroe Street
Milwaukee, Wisconsin 53202 Chicago, Illinois 60603
(414) 271-2400 (312) 845-3000
-------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |_|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under 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.|_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price (1) registration fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debentures ............ $100,000,000 100% $100,000,000 $27,800
===============================================================================================================
(1) Estimated in accordance with Rule 457(a) under the Securities Act of
1933, as amended, solely for purposes of calculating the registration
fee.
</TABLE>
-------------------------------------
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.
<PAGE>

Subject to Completion - September 27, 1999
- --------------------------------------------------------------------------------
Prospectus
$100,000,000

Wisconsin Power and Light Company

% Debentures due ,
- --------------------------------------------------------------------------------

Wisconsin Power and Light Company The Offering

o We are a public utility engaged o We are offering $100,000,000 of our
mainly in the generation, unsecured debentures that will rank
transmission, distribution and sale on parity with our other unsecured
of electric energy and the and unsubordinated debt.
purchase, distribution,
transportation and sale of natural o The debentures are due on . We will
gas. pay interest on the debentures
twice per year, on and of each
o Wisconsin Power and Light Company year, beginning on , 2000.
222 West Washington Avenue Madison,
Wisconsin 53703 (608) 252-3311 o We cannot redeem the debentures
before they mature. The debentures
PSCW Approval will not be subject to any sinking
fund
o The Public Service Commission of
Wisconsin must approve our issuance
and sale of the debentures. We have
obtained or will obtain this
approval before we sell them.

- --------------------------------------------------------------------------------
Per Debenture Total
------------- -----
Public Offering Price................. % $
Underwriting Discount................. % $
Proceeds to WP and L.................. % $

The public offering price does not include accrued interest, if any, from
the date of issuance. The proceeds to WP and L do not include expenses we must
pay, which we estimate will be approximately $175,000.

Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined if this prospectus is
accurate or adequate. Any representation to the contrary is a criminal offense.
- --------------------------------------------------------------------------------

Robert W. Baird & Co.
Incorporated

Banc One Capital Markets, Inc.

Legg Mason Wood Walker
Incorporated

Wachovia Securities, Inc.
, 1999

The underwriters intend to offer the debentures subject to prior sale and
certain other conditions. They reserve the right to change their offers and to
reject orders in whole or in part. We expect to deliver the debentures through
the book-entry facilities of The Depository Trust Company ("DTC") on or about ,
1999, in return for payment therefor.

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

<PAGE>

------------------------------

TABLE OF CONTENTS

Page
----

THE COMPANY....................................................................3

USE OF PROCEEDS................................................................3

SELECTED FINANCIAL INFORMATION.................................................4

DESCRIPTION OF THE DEBENTURES..................................................5

LEGAL OPINIONS................................................................11

EXPERTS.......................................................................11

WHERE YOU CAN FIND MORE INFORMATION...........................................12

DOCUMENTS INCORPORATED BY REFERENCE...........................................12

------------------------------

2
<PAGE>

THE COMPANY

We are a Wisconsin corporation and a subsidiary of Alliant Energy
Corporation. We are a public utility engaged mainly in the generation,
transmission, distribution and sale of electric energy in portions of southern
and central Wisconsin. We also purchase, distribute, transport and sell natural
gas in parts of those areas, and supply water to two communities in Wisconsin.
Our wholly owned subsidiary also supplies electric, gas and water service,
principally in Winnebago County, Illinois.

We provide electricity in a service territory of approximately 16,000 square
miles. As of December 31, 1998, we furnished retail electric service to
approximately 401,000 customers in 599 cities, villages and towns. We also
supplied 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 14 communities.
During 1998, we derived our electric operating revenues from the following types
of customers:

o residential- 32%
o commercial- 18%
o industrial- 26%
o sales for resale- 21%
o other- 3%.

The maximum net hourly peak load on our electric system in 1998 was 2,292
megawatts. During 1998, our net kilowatt-hour sources of electricity consisted
of the following:

o coal- 61%
o nuclear- 10%
o hydroelectric, oil and natural gas- 2%
o purchases- 27%.

As of December 31, 1998, we provided retail natural gas service to
approximately 159,000 customers in 233 cities, villages and towns in southern
and central Wisconsin and one county in northern Illinois. During 1998, we
derived our gas operating revenues from the following types of customers:

o residential- 58%
o commercial- 30%
o industrial- 5%
o transportation and other- 7%.

We are subject to the jurisdiction of the Public Service Commission of
Wisconsin with respect to various phases of our operations, including rates,
service and the issuance of securities (including the debentures). Our Illinois
subsidiary is subject to the jurisdiction of the Illinois Commerce Commission
with respect to those matters. We are also subject to the jurisdiction of the
Federal Energy Regulatory Commission. Our parent company, Alliant Energy
Corporation, is a registered public utility holding company under the Public
Utility Holding Company Act of 1935, as amended, and is subject to the
requirements of that Act. We are also subject to certain requirements of that
Act.

Our principal executive offices are located at 222 West Washington Avenue,
Madison, Wisconsin 53703, and our telephone number is (608) 252-3311.

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the debentures to repay
short-term indebtedness. As of September 22, 1999, we had $80 million in
short-term debt outstanding at a weighted average interest rate of 5.37%. We
will add any proceeds that we don't use for those purposes to our general funds
and use them for general corporate purposes.

<PAGE>

SELECTED FINANCIAL INFORMATION

We have set forth below selected financial information about us for the
twelve months ended June 30, 1999, and the years ended December 31, 1998, 1997
and 1996.

<TABLE>
<CAPTION>
Year Ended
Twelve Months December 31,
Ended June 30, -----------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Income Statement Data:
Operating Revenues..................... $ 726,241 $ 731,448 $ 794,717 $ 759,275
Net Income Before Interest Expense..... $ 91,610 $ 72,158 $ 103,841 $ 113,957
Earnings Available for Common Stock $ 49,140 $ 32,264 $ 67,924 $ 79,175
Ratio of Earnings to Fixed Charges
(unaudited) (1)........................ 3.03 2.51 4.13 4.81

At June 30, 1999 (Unaudited)
----------------------------
Percent of
As Capitalization
Actual Adjusted (2) As Adjusted
------ ------------ -----------
(Thousands of Dollars)
Capitalization:
<S> <C> <C> <C>
First mortgage bonds, net (3)................ $ 251,000 $ 251,000 22.0%
Debentures, net (4).......................... 165,000 265,000 23.3
Preferred stock without mandatory
redemption................................. 59,963 59,963 5.3
Common shareowners' investment............... 562,339 562,339 49.4
---------- ---------- ------
Total.................................... $1,038,302 $1,138,302 100.0%
========== ========== ======
- ---------------
(1) When we computed the ratios of earnings to fixed charges, we calculated
earnings by adding federal and state income taxes and our estimate of the
interest component of rentals to net income before interest expense. Fixed
charges represent interest expense, amortization of debt discount, premium
and expense and the estimated interest component of rentals. Our ratios of
earnings to fixed charges were 4.23 and 4.29 for the years ended December
31, 1995 and 1994, respectively.

(2) We have adjusted these numbers to show the effects of the issuance of the
debentures and the application of the net proceeds as we describe under "Use
of Proceeds."

(3) We have excluded variable rate demand bonds in the amount of $57.0 million
and the unamortized discount relating to outstanding First Mortgage Bonds in
the amount of $1.1 million in presenting these numbers.

(4) We have excluded the unamortized discount relating to outstanding debentures
in the amount of $0.3 million in presenting these numbers.
</TABLE>

<PAGE>

DESCRIPTION OF THE DEBENTURES

General

The debentures constitute our unsecured general obligations, and they will
rank on a parity with all of our other unsecured and unsubordinated debt. We
will issue them as a separate series of securities under our Indenture, dated as
of June 20, 1997 (which we refer to in this prospectus as the "Indenture"),
which we have entered into with Firstar Trust Company (now known as Firstar Bank
Milwaukee, N.A.), as trustee. The Indenture does not limit the amount of
unsecured debt securities that we can issue under it, and provides that we may
issue securities 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. The Indenture also does not limit the total amount of debt that we can
incur. As of the date of this prospectus, we had $165 million of securities
outstanding under the Indenture, consisting of $105 million aggregate principal
amount of our 7% Debentures due June 15, 2007 and $60 million aggregate
principal amount of our 5.70% Debentures due October 15, 2008. The Indenture
does not limit our ability to issue additional First Mortgage Bonds or to enter
into sale and leaseback transactions. It also does not give holders of the
debentures protection in the event we engage in a highly leveraged or other
transaction that may adversely affect holders of the debentures.

Substantially all of our permanent fixed properties are subject to the lien
of the Indenture of Mortgage or Deed of Trust, dated August 1, 1941, which we
entered into with First Wisconsin Trust Company (now known as Firstar Bank
Milwaukee, N.A.), and George B. Luhman (Pamela Warner being now the individual
trustee under that indenture), as trustees. We refer to that indenture and its
supplemental indentures in this prospectus as the "First Mortgage Indenture." We
have issued our First Mortgage Bonds under the First Mortgage Indenture. As of
the date of this prospectus, we had $309.1 million of secured debt outstanding
under our First Mortgage Indenture. If we become bankrupt, liquidate or
reorganize, the trustees for the First Mortgage Bonds could use the collateral
property subject to the First Mortgage Indenture to satisfy our obligations
under the First Mortgage Bonds before holders of unsecured debt securities
(including the debentures) would receive any payments.

We have summarized below various provisions of the Indenture and the
debentures. Because this discussion is only a summary, it does not necessarily
contain all of the information you should consider. We have filed the Indenture
as an exhibit to the Registration Statement and we incorporate the Indenture in
its entirety by reference into this prospectus. We qualify the discussion below
in its entirety by reference to all of the provisions of the Indenture and all
officers' certificates or supplemental indentures relating thereto.

Maturity and Interest

The debentures will be limited to $100 million aggregate principal amount
and will mature on , . Each debenture will bear interest from , 1999 or
from the most recent interest payment date to
which we have paid interest, at the rate of % per year. We will pay interest
twice per year, on and , commencing , 2000, to the person in whose name
such debenture is registered at the close of
business on the preceding and , respectively.

No Redemption Prior to Maturity

We cannot redeem the debentures before they mature.

Certain Covenants

The covenant we describe below is the only restrictive covenant that applies
to the debentures. If we issue additional series of securities under the
Indenture in the future, those series may or may not have different covenants.
Any obligations we have under the Indenture and the debentures are subject to
termination if we exercise our defeasance rights, which we describe below under
"Legal Defeasance and Covenant Defeasance."

Limitations on Liens. The Indenture provides generally that, as long as any
securities of any series to which this limitation applies (including the
debentures) remain outstanding, and subject to termination upon defeasance, we
will not, and will

5
<PAGE>

not permit any of our subsidiaries to, create or allow to be created or to exist
any mortgage, pledge, security interest, or other lien on any of our properties
or assets which we now own or acquire later to secure any indebtedness, without
making effective a provision which makes the debentures and the other securities
of any series to which this limitation applies equally and ratably secured with
(or prior to) all such indebtedness and with any other indebtedness that is also
entitled to be equally secured. This restriction does not apply to or prevent
the creation or existence of:

o the First Mortgage Indenture or any supplemental indenture thereto;

o liens on property that existed when we acquired or built such property or
were created within one year after that time;

o liens on property that secure payment of all or a part of the purchase
price or construction cost of the property, including the extension of any such
liens to repairs or improvements made on the property;

o any extensions, renewals or replacements of liens permitted by the
above-listed items;

o the pledge of any bonds or other securities at any time issued under any
of the liens permitted by the above-listed items; or

o "Permitted Encumbrances," which include, among several other items, (a)
the pledge or assignment in the ordinary course of business of electricity, gas
or steam accounts receivable or customers' installment paper; (b) liens affixing
to our property at the time someone consolidates with or merges into us, or
transfers all or substantially all of its assets to us, but only if the property
we acquire is adequate security for the liens; and (c) liens not otherwise
permitted if, at the time we incur the lien and after giving effect to the lien,
the aggregate of all obligations secured by the lien does not exceed 10% of our
Tangible Net Worth (as defined in the Indenture).

Also, this restriction will not apply to or prevent the creation or
existence of leases we enter into, or existing on property we acquire, in the
ordinary course of our business.

Successor Obligor

The Indenture also provides that, unless otherwise specified in the
officers' certificate or supplemental indenture establishing a series of
securities, we will not consolidate with, sell all or substantially all of our
assets to, or merge with or into any other person unless:

o either we will be the continuing corporation, or the continuing
corporation will be a person organized and existing under the laws of the United
States or a state, and the person will expressly assume the payment of the
principal of and interest on all the securities and any coupons and the
performance and observance of all of our covenants and conditions under the
Indenture by executing a supplemental indenture satisfactory to the trustee;

o we or the person, as the case may be, will not, immediately after the
merger, consolidation or sale of assets, be in default in the performance of any
covenant or condition of the Indenture; and

o after giving effect to the transaction, no event which after notice or
lapse of time would become a default under the Indenture will have occurred or
be continuing.

The Indenture further provides that the successor will be substituted for
us, after which all of our obligations under the Indenture, the securities
issued under the Indenture and any coupons will terminate.

Defaults and Remedies

The Indenture discusses certain "Events of Default" that apply to securities
issued under the Indenture, including the debentures. It provides generally that
an "Event of Default" with respect to the debentures will occur if:

o we default in any payment of interest on the debentures when the payment
becomes due and payable and the default continues for 60 days;

o we default in the payment of the principal of the debentures when the
payment becomes due and payable at maturity or otherwise;

o we default in the performance of any of our other agreements applicable to
the debentures and the default continues for 90 days after we receive

6
<PAGE>

notice of the default from the trustee or the holders of at least 25% in
principal amount of the debentures; or

o we are affected by certain events related to our bankruptcy or insolvency.

If an Event of Default with respect to the debentures occurs and is
continuing, then either the trustee or the holders of at least 25% in principal
amount of the debentures can declare the principal of and all unpaid interest on
the debentures to be immediately due and payable.

The trustee can require that it be indemnified before it enforces the
Indenture or the debentures. Subject to certain limitations, holders of a
majority in principal amount of the debentures can direct the trustee in its
exercise of any trust or power. The trustee does not have to give you 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 your interest. We are
required to give the trustee a brief certificate certifying as to our compliance
with all conditions and covenants under the Indenture at least once a year.

The Indenture does not have a cross-default provision. That means that if we
default on any other debt, that default will not constitute an Event of Default
under the Indenture.

Amendments and Waivers

Waivers. The holders of a majority in principal amount of the debentures can
waive any existing default and its consequences under the debentures or the
Indenture by giving notice to the trustee. However, holders cannot waive a
default in the payment of the principal or interest on the debentures or a
default in respect of a provision we describe in the paragraph that follows
which cannot be modified or amended without the consent of each holder of the
debentures.

Amendments with Consent. With the consent of the holders of not less than a
majority in aggregate principal amount of the debentures, we and the trustee can
enter into supplemental indentures to amend or modify the Indenture or the
debentures, if those amendments do not affect any other series of securities we
issued under the Indenture. However, we cannot make such modifications or
amendments without the consent of all of the holders of the debentures if those
amendments or modifications would:

o extend the stated maturity, reduce the principal amount or reduce the rate
of interest on the debentures;

o reduce our obligation to pay principal amounts;

o change the coin or currency in which we must pay principal and interest on
the debentures;

o impair the right to institute suit for the enforcement of any payment of
principal or interest on the debentures after the due date of such payment;

o reduce the amount of debentures whose holders must consent to an amendment
or waiver of the provisions of the Indenture or the debentures; or

o make certain modifications to any of the provisions we describe in this
paragraph and in the paragraph immediately above.

We cannot enter into supplemental indentures to amend or modify the
Indenture in ways that affect other series of securities we issued under the
Indenture without the consent of the holders of not less than a majority in
aggregate principal amount of all securities issued under the Indenture that
will be affected by such an amendment, voting together as one class.
Furthermore, if any amendment or modification would have any of the effects
described in the previous paragraph, and would affect more than one series of
securities issued under the Indenture, then we cannot make such amendment or
modification without the consent of all of the holders of the securities issued
under the Indenture that would be affected by them.

Amendments without Consent. We and the trustee can also enter into
supplemental indentures to amend or modify the Indenture or the debentures
without the consent of any holders of the debentures. We can only do so if those
amendments or modifications would have certain effects, including:

o showing that another person has succeeded us and assumed our obligations
under the covenants of the Indenture and the debentures;

7
<PAGE>

o adding to our covenants under the Indenture for the benefit of the holders
of the debentures, or surrender any power we have under the Indenture;

o adding to, changing or eliminating any of the provisions of the Indenture
in respect of the debentures, but only if the change does not adversely affect
the rights of the holders of the debentures in any material respect;

o establishing the form or terms of securities of any series;

o evidencing the appointment of a successor trustee or a change in any of
the provisions of the Indenture to facilitate administration by more than one
trustee; or

o making clarifying changes to ambiguous, incorrect or inconsistent language
in the Indenture or the debentures that do not adversely affect the rights of
the holders of the debentures in any material respect.

Legal Defeasance and Covenant Defeasance

The Indenture provides that we can at any time terminate almost all of our
obligations with respect to the debentures and the Indenture. We cannot,
however, terminate certain obligations, including obligations with respect to
the "defeasance trust" (which we discuss below) and obligations to register the
transfer or exchange of the debentures and to maintain agencies in respect of
the debentures. We refer to this termination of our obligations as "legal
defeasance." Also, at any time we can terminate our obligations with respect to
the debentures under the covenant we described under "Certain
Covenants--Limitations on Liens," above. We refer to this as "covenant
defeasance".

We can exercise our legal defeasance option even if we have already
exercised our covenant defeasance option. If we exercise our legal defeasance
option, then the debentures cannot be accelerated because of an Event of
Default. If we exercise our covenant defeasance option, then the debentures
cannot be accelerated by reference to the covenant described under "Certain
Covenants--Limitations on Liens," above.

If we desire to exercise either defeasance option, then we must deposit in
trust (which we refer to as the "defeasance trust") with the trustee money or
U.S. government obligations sufficient to pay the outstanding principal amount
of the debentures as well as the interest on the debentures to maturity. We must
also comply with certain other conditions. In particular, we must obtain an
opinion of tax counsel that the defeasance will not result in recognition of any
gain or loss to holders of the debentures for federal income tax purposes. When
we refer to "U.S. government obligations," we refer to 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 those obligations.

Regarding the Trustee

Firstar Bank Milwaukee, N.A. will act as trustee, registrar, transfer agent
and paying agent for the debentures. We can remove the trustee with or without
cause if we notify the trustee six months in advance and if no default occurs or
is continuing during the six-month period. The trustee is also one of the
trustees under the First Mortgage Indenture for our First Mortgage Bonds.

We maintain general checking accounts with the trustee and several other
banks which are affiliates of the trustee. Our parent company, Alliant Energy
Corporation, has $15 million in lines of credit with the trustee, which are part
of $200 million in lines of credit Alliant Energy Corporation maintains with
various banks. Also, we and Alliant Energy Corporation each maintain short-term
borrowing agreements with the trustee which allow us and Alliant Energy
Corporation to borrow up to $50 million each. Judith D. Pyle, one of our
directors, is a director of the trustee's parent corporation, Firstar
Corporation.

To the extent provided in the Indenture, the trustee will have a prior claim
on certain amounts held by it under the Indenture for the payment of its
compensation and expenses and for the repayment of advances made by it to effect
performance of certain covenants in the Indenture.

8
<PAGE>

BOOK-ENTRY ONLY SYSTEM

We will not issue the debentures in definitive form. Instead, we will issue
the debentures in the form of one or more global securities. These global
securities will be held by DTC as depositary. The debentures will be registered
in the name of CEDE & Co. as nominee for DTC.

DTC has indicated it intends to follow the following procedures with respect
to book-entry interests in the debentures.

Ownership of book-entry interests will be limited to persons who have
accounts with DTC for the debentures (we call those persons "participants") or
persons who hold interests through those participants. When we issue the
debentures, DTC will credit the participants' accounts on its book-entry
registration and transfer system with the principal amounts of the debentures
that each participant beneficially owns. The accounts DTC will credit will be
designated by dealers, underwriters or agents participating in the distribution
of the debentures (see "Underwriting"). If you own book-entry interests in the
debentures, then your ownership will be shown, and any transfer of your
ownership interest will be effected, only through DTC's records (if you own
interests in the debentures as a participant) or through the records of
participants (if you hold interests in the debentures through participants). The
laws of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. These laws may impair
the ability to own, transfer or pledge beneficial interests in book-entry note
securities.

As long as CEDE & Co. is the nominee of DTC, we are referring to CEDE & Co.
in this prospectus when we refer to holders of the debentures, and CEDE & Co.
will be considered the sole owner or holder of the debentures for all purposes
under the Indenture. If you purchase any interest in the debentures, your
ownership will be recorded as a "book-entry interest" in the book-entry only
system that DTC operates. You will not receive any certificates representing
your book-entry interests. As a result, if you are a participant, then you must
rely on DTC's procedures with respect to the debentures and the book-entry only
system to exercise any rights of a holder under the Indenture. If you are not a
participant, you must rely on the procedures of the participant through which
you own your interest to exercise any rights of a holder under the Indenture. We
understand that, under existing industry practice, DTC will authorize the
persons on whose behalf it holds book-entry interests to exercise certain rights
of holders of debentures.

We will make payments of principal of and interest on the debentures to CEDE
& Co. as the registered holder of the related global note security. We will not,
nor will the trustee or any other agent of ours or agent of the trustee, have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the debentures or
for maintaining, supervising or reviewing any records relating to beneficial
ownership interests.

We expect that DTC will credit participants' accounts with payments of
principal and interest on the debentures in amounts proportionate to the
respective amounts of book-entry interests held by each participant as shown on
its records as soon as it receives the payment from us. We also expect that
payments by participants to owners of book-entry interests will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of those participants.

We will issue individual certificates to the owners of book-entry interests
in the debentures in exchange for the debentures held by DTC or CEDE & Co. if
DTC is at any time unwilling or unable to continue as depositary or ceases to be
a registered clearing agency and a successor depositary registered as a clearing
agency is not appointed. In addition, we may at any time and in our sole
discretion determine not to have the debentures represented by one or more
global note securities. In that event, we will issue individual certificates in
exchange for the global note securities of the debentures. Global note
securities will also be exchangeable by the holders for certificates if an event
of default with respect to the debentures has occurred and is continuing. Any
certificates issued in exchange for a global note security will be registered in
such name or names as DTC shall instruct the trustee. We expect that such
instructions will be based on directions DTC receives from participants with
respect to ownership of book-entry interests relating to such global note
security.

9
<PAGE>

DTC has advised us that its is aware that some computer applications,
systems, and the like for processing data that are dependent upon calendar
dates, including dates before, on, and after January 1, 2000, may encounter
"Year 2000 problems." DTC has informed its participants and other members of the
financial community that it has developed and is implementing a program so that
its systems, as the same relate to the timely payment of distributions
(including principal and interest payments) to securityholders, book-entry
deliveries, and settlement of trades, continue to function appropriately. This
program includes a technical assessment and a remediation plan, each of which
DTC has advised us is complete. Additionally, DTC's plan includes a testing
phase, which DTC expects to complete within appropriate time frames.

However, DTC's ability to perform its services properly is also dependent on
other parties, including but not limited to issuers and their agents, as well as
third party vendors from whom DTC licenses software and hardware, and third
party vendors on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service providers, among
others. DTC has informed its participants and other members of the financial
community that it is contacting (and will continue to contact) such third party
vendors to: (a) impress upon them the importance of such services being Year
2000 complaint; and (b) determine the extent of their efforts for Year 2000
remediation (and, as appropriate, testing) of their services. In addition, DTC
has informed us that it is in the process of developing such contingency plans
as it deems appropriate.

We have obtained the foregoing information concerning DTC and its book-entry
system from sources we believe to be reliable, but we take no responsibility for
the accuracy of this information.

UNDERWRITING

We have entered into an underwriting agreement with Robert W. Baird & Co.
Incorporated, acting on behalf of itself and Banc One Capital Markets, Inc.,
Legg Mason Wood Walker, Incorporated and Wachovia Securities, Inc. (whom we
collectively refer to as the "underwriters"), pursuant to which we have agreed
to sell the debentures to the underwriters in the principal amounts we have set
forth next to their names below:

Principal
Underwriters Amount
------------ ------
Robert W. Baird & Co. Incorporated
Banc One Capital Markets, Inc.
Legg Mason Wood Walker, Incorporated
Wachovia Securities, Inc.
Total......................................... $100,000,000
============

The underwriting agreement provides that the underwriters' obligations are
subject to the certain conditions precedent and that the underwriters will be
obligated to purchase all of the debentures if they purchase any.

The underwriters have advised us that they will initially offer the
debentures to the public at the public offering price we have set forth on the
cover page of this prospectus. They will also offer the debentures to selected
dealers at the price minus a concession, which will be no greater than % of the
principal amount of the debentures. The underwriters can allow, and the selected
dealers can reallow, a discount on sales to other dealers, which will be no
greater than % of the principal amount of the debentures. After the initial
public offering, the underwriters may change the public offering price,
concession and discount.

The debentures are a new issue of securities with no established trading
market. We do not intend to list the debentures on any securities exchange. The
underwriters have advised us that they currently intend to make a market in the
debentures. However, they are not obligated to do so, and any underwriter can
stop making such a market at any time without notice. We cannot give you any
assurance that a liquid trading market for the debentures will develop.

Until the distribution of the debentures is completed, SEC rules may limit
the underwriters' ability to bid for and purchase the debentures. As

10
<PAGE>

an exception to these rules, Robert W. Baird & Co., Incorporated, as
representative, is allowed to engage in certain transactions that stabilize the
price of the debentures. Those transactions may include bids or purchases for
the purpose of setting, fixing or maintaining the price of the debentures.

If the underwriters create a "short position" in the debentures in
connection with the offering (that is, if they sell more of the debentures than
are set forth on the cover page of this prospectus), then Robert W. Baird & Co.
Incorporated can reduce that short position by purchasing debentures in the open
market. Purchases of the debentures for the purpose of stabilization or to
reduce a short position could cause the price of the debentures to be higher
than it might be in the absence of such purchases.

We do not, nor do the underwriters, make any representation or prediction as
to the direction or magnitude of any effect that the transactions we describe
above may have on the prices of the debentures. We also do not make any
representation that Robert W. Baird & Co. Incorporated will engage in such
transactions or that if they do, they will not discontinue such transactions
without notice.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the underwriters may be required to make in respect
thereof.

LEGAL OPINIONS

Foley & Lardner of Milwaukee, Wisconsin will issue an opinion to us about
certain legal matters with respect to the debentures. The underwriters will be
advised about other issues relating to the offering by Chapman and Cutler of
Chicago, Illinois.

EXPERTS

Arthur Andersen LLP, independent public accountants, have audited, as
indicated in their reports, our consolidated financial statements and schedule
at December 31, 1998 and 1997 and for each of the three years in the period
ending December 31, 1998 that we have incorporated by reference into this
prospectus and in the Registration Statement. We have included those financial
statements in this prospectus in reliance on the authority of Arthur Andersen
LLP as experts in accounting and auditing in giving their reports.

11
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and proxy statements and other
information with the SEC. You may read and copy any document which we file at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.,
and at regional SEC offices in Chicago, Illinois, and New York, New York. You
can call the SEC at 1-800-SEC-0330 for more information on the operation of the
public reference rooms. You can also inspect our filings at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006. We have
certain securities listed on that exchange. Finally, you can also find our
public filings with the SEC on the internet at a web site maintained by the SEC
located at http://www.sec.gov.

We have filed a Registration Statement on Form S-3 with the SEC with respect
to the debentures we are offering through this prospectus. This prospectus,
which constitutes a part of the Registration Statement, does not contain all of
the information shown in the Registration Statement. For further information
about us and the debentures, you should read the Registration Statement and the
exhibits thereto which you can inspect at the public reference rooms of the SEC
described above, or through the SEC's web site.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document we filed separately with the SEC. The
information we incorporate by reference into this prospectus is considered to be
a part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents we list below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until we sell all of the debentures we are offering through this
prospectus:

o Our Annual Report on Form 10-K for the year ended December 31, 1998; and

o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999.

You can request a copy of any of these filings by writing to Edward M.
Gleason, Vice President-Treasurer and Corporate Secretary, Wisconsin Power and
Light Company, 222 West Washington Avenue, Madison, Wisconsin 53703, or by
calling Mr. Gleason at (608) 252-3311. We will send to you any such filings you
request, without charge, excluding the exhibits to those documents, unless the
exhibits are specifically incorporated by reference into those documents.

12
<PAGE>

- --------------------------------------------------------------------------------
, 1999

$100,000,000

Wisconsin Power and Light Company

% Debentures due ,

------------------------
PROSPECTUS
------------------------

Robert W. Baird & Co.
Incorporated
Banc One Capital Markets, Inc.
Legg Mason Wood Walker
Incorporated
Wachovia Securities, Inc.

- --------------------------------------------------------------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. We are offering to
sell, and seeking offers to buy, these securities only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of these securities.
- --------------------------------------------------------------------------------

13
<PAGE>

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.......... $27,800
Fee of Public Service Commission of Wisconsin................ 1,000
Printing and Engraving Expenses.............................. 25,000
Fees of Rating Agencies...................................... 30,000
Trustee Fees and Expenses.................................... 10,000
Accounting Fees and Expenses................................. 20,000
Legal Fees and Expenses...................................... 50,000
Blue Sky Fees and Expenses................................... 5,000
Miscellaneous Expenses....................................... 6,200
-----

Total.............................................. $175,000
========

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation Law and
Article VIII 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 form of Underwriting Agreement for the debentures contains
provisions under which the underwriters agree to indemnify the directors and
officers of the Registrant against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the directors and
officers may be required to make in respect thereof.

Item 16. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed (except
where otherwise indicated) as part of this Registration Statement.

II-1
<PAGE>

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, on September 27, 1999.

WISCONSIN POWER AND LIGHT COMPANY

By: /s/ Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
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> <C> <C>
/s/ Erroll B. Davis, Jr. Chief Executive Officer and Director September 27, 1999
- ---------------------------
Erroll B. Davis, Jr. (Principal Executive Officer)

/s/ Thomas M. Walker Executive Vice President and Chief September 27, 1999
- ---------------------------
Thomas M. Walker Financial Officer (Principal
Financial Officer)

/s/ John E. Ebright Vice President-Controller (Principal September 27, 1999
- ---------------------------
John E. Ebright Accounting Officer)

Alan B. Arends* Director September 27, 1999

Rockne G. Flowers* Director September 27, 1999

Joyce L. Hanes Director

Lee Liu* Director September 27, 1999

Katharine C. Lyall* Director September 27, 1999

Arnold M. Nemirow* Director September 27, 1999

Milton E. Neshek* Director September 27, 1999

II-3
<PAGE>
<CAPTION>

Signature Title Date
- --------- ----- ----

<S> <C> <C>
Jack R. Newman* Director September 27, 1999

Judith D. Pyle* Director September 27, 1999

Robert D. Ray* Director September 27, 1999

Robert W. Schlutz* Director September 27, 1999

Wayne H. Stoppelmoor* Director September 27, 1999

Anthony R. Weiler* Director September 27, 1999

</TABLE>

*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.

II-4
<PAGE>

EXHIBIT INDEX

Exhibit
Number Document Description
------ --------------------

(1)* Proposed form of Underwriting Agreement relating to the
debentures.
(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 Bank Milwaukee, N.A.) 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).

E-1
<PAGE>

Exhibit
Number Document Description
------ --------------------

(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) Indenture, dated as of June 20, 1997, between the Company and
Firstar Trust Company (n/k/a Firstar Bank Milwaukee, N.A.), as
Trustee, for the Debentures (incorporated by reference to
Exhibit 4.33 to Amendment No. 2 to the Company's Form S-3
Registration Statement [Registration No. 33-60917]).
(4.33) Officers' Certificate, dated as of June 25, 1997, creating the
Company's 7% Debentures due June 15, 2007 (incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated June
25, 1997).
(4.34) Officers' Certificate, dated as of October 27, 1998, creating
the Company's 5.70% Debentures due October 15, 2008
(incorporated by reference to Exhibit 4 to the Company's Form
8-K dated October 27, 1998).
(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) Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Firstar Bank Milwaukee, N.A.
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.

E-2

FOLEY & LARDNER

ATTORNEYS AT LAW

CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH

September 27, 1999

Wisconsin Power and Light Company
222 West Washington Avenue
Madison, WI 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 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 $100,000,000 principal amount of unsecured debt
securities (the "Debentures") by the Company in the manner set forth in the
Registration Statement. The Debentures will be issued under the Indenture, dated
as of June 20, 1997, between the Company and Firstar Trust Company (now known as
Firstar Bank Milwaukee, N.A.), as Trustee (the "Indenture"), and a supplemental
indenture (the "Supplemental Indenture") or an officers' certificate (the
"Officers' Certificate"), as the case may be, providing for the issuance of the
Debentures.

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 Debentures, when executed, authenticated and issued in
accordance with the resolutions adopted by the Board of Directors of the Company
on July 30, 1999 and in the manner and for the consideration contemplated by the
Registration Statement, will be

<PAGE>

FOLEY & LARDNER
Wisconsin Power and Light Company
September 24, 1999
Page 2

legally issued and 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 Debentures 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 Debentures;

(c) The further authorization by one or more specified senior
executive officers of the Company of the Supplemental Indenture or the
Officers' Certificate, as the case may be, relating to the Debentures,
issuance of the Debentures and related matters; and

(d) The execution and delivery of the 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
Indenture with respect to the issuance of additional unsecured 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 wi
thin the category of persons whose consent is required by
Section 7 of the Securities Act.

Very truly yours,

FOLEY & LARDNER

EXHIBIT (12)

<TABLE>

WISCONSIN POWER AND LIGHT COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)

Twelve
Months Year Ended December 31,
Ended -----------------------------------------------------------------------
6/30/99 1998 1997 1996 1995 1994
-------------- ------------- -------------- ------------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C>
Income before interest expense $ 91,610 $ 72,158 $ 103,841 $ 113,957 $ 112,473 $ 102,643

Add:
Federal and state
income taxes 33,297 24,670 41,839 53,808 45,606 44,727

Estimated interest
component of
rental payments 3,078 3,202 3,524 4,313 4,666 4,175
-------------- ------------- -------------- ------------- ------------- -------------

Earnings as Adjusted $ 127,985 $ 100,030 $ 149,204 $ 172,078 $ 162,745 $ 151,545

Fixed Charges:

Interest on bonds $ 32,318 $ 30,944 $ 28,964 $ 26,906 $ 28,647 $ 28,796

Other interest expense 6,842 5,640 3,643 4,566 5,174 2,352

Estimated interest
component of
rental payments 3,078 3,202 3,524 4,313 4,666 4,175
-------------- ------------- -------------- ------------- ------------- -------------

Total Fixed Charges $ 42,238 $ 39,786 $ 36,131 $ 35,785 $ 38,487 $ 35,323
============== ============= ============== ============= ============= =============

Ratio of Earnings
to Fixed Charges 3.03 2.51 4.13 4.81 4.23 4.29
============== ============= ============== ============= ============= =============
</TABLE>

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 report dated January 29, 1999
included in the Wisconsin Power and Light Company Form 10-K for the year ended
December 31, 1998 and to all references to our firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
September 27, 1999

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Alan B. Arends

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 unsecured
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 unsecured 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 10th day of September, 1999.

/s/ Alan B. Arends
Alan B. Arends

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Rockne G. Flowers

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 9th day of September, 1999.

/s/ Rockne G. Flowers
Rockne G. Flowers

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Lee Liu

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 10th day of September, 1999.

/s/ Lee Liu
Lee Liu

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Katharine C. Lyall

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 10th day of September, 1999.

/s/ Katharine C. Lyall
Katharine C. Lyall

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Arnold M. Nemirow

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 10th day of September, 1999.

/s/ Arnold M. Nemirow
Arnold M. Nemirow

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Milton E. Neshek

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 10th day of September, 1999.

/s/ Milton E. Neshek
Milton E. Neshek

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Jack R. Newman

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 9th day of September, 1999.

/s/ Jack R. Newman
Jack R. Newman

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Judith D. Pyle

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 10th day of September, 1999.

/s/ Judith D. Pyle
Judith D. Pyle

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Robert D. Ray

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 10th day of September, 1999.

/s/ Robert D. Ray
Robert D. Ray

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Robert W. Schlutz

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 10th day of September, 1999.

/s/ Robert W. Schlutz
Robert W. Schlutz

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Wayne H. Stoppelmoor

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 13th day of September, 1999.

/s/ Wayne H. Stoppelmoor
Wayne H. Stoppelmoor

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Anthony R. Weiler

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 10th day of September, 1999.

/s/ Anthony R. Weiler
Anthony R. Weiler

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 BANK MILWAUKEE, N.A.
(Exact name of trustee as specified in its charter)

Wisconsin 39-0281225
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U. S. National Bank) Identification Number)

777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)

James Barresi, Senior Vice President
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone (414) 765-5725
(Name, address, and telephone number of agent for service)

WISCONSIN POWER AND LIGHT COMPANY
(Exact name of obligor as specified in its charter)

Wisconsin 39-0714890
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

222 West Washington Avenue
Madison, Wisconsin 53703
(Address of principal executive offices) (Zip Code)

Unsecured Debt Securities
(Title of indenture securities)

<PAGE>

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.

Comptroller of the Currency, Washington, D.C. 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 September 15, 1999

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.

<PAGE>

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 September 15, 1999

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 September 15, 1999

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.

<PAGE>

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:
<TABLE>
<CAPTION>

As of September 15, 1999

<S> <C> <C> <C> <C>
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percent of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default
</TABLE>

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:
<TABLE>
<CAPTION>

As of September 15, 1999

<S> <C> <C> <C> <C>
Col. A Col. B Col. C Col. D
Title 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
</TABLE>

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:
<TABLE>
<CAPTION>

As of September 15, 1999

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

<PAGE>

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:
<TABLE>
<CAPTION>

As of September 15, 1999

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 September 15, 1999

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.

<PAGE>

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 Bank
Milwaukee, N.A. (f/k/a First Wisconsin National Bank) 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 (f/k/a First Wisconsin National
Bank) to exercise trust powers (filed herewith).

4. A copy of the existing By-Laws of Firstar Bank Milwaukee, N.A.
(f/k/a First Wisconsin National Bank) (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 Bank Milwaukee, N.A., a corporation organized and existing
under the laws of the United States, 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 23rd
day of September, 1999.

FIRSTAR BANK MILWAUKEE, N.A.
(Trustee)

By: /s/Amy E. Nolde
Amy E. Nolde, Assistant Vice President
(Name and title)

By: /s/Pamela Warner
Pamela Warner, Assistant Secretary
(Name and title)

<PAGE>

Exhibit 1

ARTICLES OF ASSOCIATION

FIRSTAR BANK MILWAUKEE, NATIONAL ASSOCIATION

As Amended to August 17, 1995

Amended 9/14/92 FIRST. The title of this Association shall be "Firstar Bank
Milwaukee, National Association."

SECOND. The place where the main banking house or office of
this Association shall be located, its operations of discount
and deposit carried on, and its general business conducted,
shall be Milwaukee, County of Milwaukee, State of Wisconsin.

Amended 2/27/87 THIRD. The Board of Directors of this Association shall
consist of such number of its shareholders not less than five
nor more than twenty-five, as from time to time shall be
determined by a majority of the votes to which all of its
shareholders are at the time entitled. Each director, during
the full term of his or her directorship, shall own a minimum
of $1,000 aggregate par value of stock of this Association or
a minimum par value, fair market value or equity interest of
$1,000 of stock in the bank holding company controlling this
Association. A majority of the Board of Directors shall be
necessary to constitute a quorum for the transaction of
business. The Board of Directors, by the vote of a majority of
the full Board, may, between Annual Meetings of the
Shareholders, increase the membership of the Board by not more
than two members and by like vote appoint qualified persons to
fill the vacancies created thereby.

FOURTH. The regular annual meeting of the Shareholders of this
Association shall be held at its main banking house or other
convenient place duly authorized by the Board of Directors on
such day of each year as is specified therefor in the By-laws.

Amended 1/17/67 FIFTH. The amount of authorized capital stock of this
Association shall

<PAGE>

5/13/71 be Seventy-five Million Six Hundred Thousand Dollars
($75,600,000) divided into 2,100,000 shares of common stock of
the par value of Thirty-six ($36.00) each; but said capital
stock may be increased or decreased from time to time in
accordance with the provisions of the laws of the United
States.

2/22/74
1/21/75
10/27/75
1/17/80
2/19/81
3/27/95
8/17/95

No holder of shares of the capital stock of any class of the
Association shall have any preemptive or preferential right of
subscription to any shares of any class of stock of the
Association, whether now or hereafter authorized, or to any
obligations convertible into stock of the Association, issued
or sold, nor any right of subscription to any thereof other
than such, if any, as the Board of Directors, in its
discretion may from time to time determine and at such price
as the Board of Directors may from time to time fix.

The Association may at any time or times authorize and issue
debt obligations, whether or not subordinated, without the
approval of the Shareholders.

Amended 2/16/78 SIXTH. The Board of Directors shall appoint one of its members
President of this Association, who shall be Chairman of the
Board, but the Board of Directors may appoint a Director, in
lieu of the President, to be Chairman of the Board, who shall
perform such other duties as may be designated by the Board of
Directors. In the absence of the Chairman of the Board and or
the President of this Association, the Board of Directors may
appoint any one of the other officers or Directors of this
Association to act as temporary Chairman at a meeting of the
Board of Directors and to preside temporarily thereat;
provided that such temporary Chairman may not, unless he shall
be a member of the Board of Directors, have any right to vote
at such meeting. The Board of Directors shall have the power
to appoint one or more Vice Presidents, a Cashier and such
other officers as may be required to transact the business of
this Association, to fix the salaries to be paid to all
officers of this Association, and to dismiss such officers, or
any of them.

The Board of Directors shall have the power to define the
duties of officers and employees of this Association, to
require bonds from them, and to fix the penalty thereof; to
regulate the manner in which Directors shall be elected or
appointed, and to appoint judges of the election; to make all
by-laws that it may be lawful for them to make for the general
regulation of the business of this Association and the
management of its affairs, and generally to do and perform all
acts that it may be lawful for a Board of Directors to do and
perform.

SEVENTH. This Association shall have succession from the date
of its organization certificate until such time as it be
dissolved by the act of its
<PAGE>

shareholders in accordance with the provisions of the banking
laws of the United States, or until its franchise becomes
forfeited by reason of violation of law, or until terminated
by either a general or a special act of Congress, or until its
affairs be placed in the hands of a receiver and finally wound
up by him.

EIGHTH. The Board of Directors of this Association, or any
three or more shareholders owning, in the aggregate, not less
than ten percent of the stock of this Association, may call a
special meeting of shareholders at any time provided, however,
that, unless otherwise provided by law, not less than ten days
prior to the date fixed for any such meeting, a notice of the
time, place and purpose of the meeting shall be given by
first-class mail, postage prepaid, to all shareholders of
record of this Association at their respective addresses as
shown upon the books of the Association. These Articles of
Association may be amended at any regular or special meeting
of the shareholders by the affirmative vote of the
shareholders owning at least a majority of the stock of this
Association, subject to the provisions of the banking laws of
the United States. The notice of any shareholders' meeting, at
which an amendment to the Articles of Association of this
Association is to be considered, shall be given as hereinabove
set forth.

<PAGE>

Exhibit 3

United States of America

The State of Wisconsin

State Banking Department

WHEREAS, the First Wisconsin National Bank, Milwaukee, Wisconsin, has
been granted FIDUCIARY POWERS, as witnessed by certified copy of such permit
granted by the Federal Reserve Board, under Subsection (k) of Section Eleven
(11) of the Federal Reserve Act, and

WHEREAS, said bank has complied with Section 221.04, subsection (6),
220.09 and 223.02 of the Revised Statutes of Wisconsin, by depositing sufficient
securities approved by this Department with the State Treasurer,

NOW, THEREFORE, I, Wm. E. Nuesse, Commissioner of Banks for the State
of Wisconsin, do concur in the permit as granted by the Federal Reserve Board,
authorizing said bank to act as Trustee, Executor, Administrator, Committee of
Estates of Lunatics, and in any other fiduciary capacity granted thereby.

THIS CONCURRENCE OF PERMIT shall be subject to revocation in whole or
in part, should the law relating to the fiduciary powers of national banks be
further restricted, or should the bank exercising these fiduciary powers fail to
comply with any or all provisions of the Statutes of Wisconsin.

IN TESTIMONY WHEREOF, I have hereunto set my
hand and caused my Official Seal to be
affixed. Done at the Hill Farms State Office
Building, in the City of Madison, this 10th
Day of March, 1967.

/s/Wm. E. Nuesse
Wm. E. Nuesse

Commissioner of Banking

<PAGE>

Exhibit 4

F I R S T A R B A N K M I L W A U K E E , N . A
.

B Y - L A W S

(As amended to July 17, 1997)

<PAGE>

ARTICLE I

SHAREHOLDERS

Amended: 12/18/75

Section 1. Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting, shall be held on the third Thursday of February of
each year, at 8:30 o'clock in the morning, unless some other hour shall have
been designated by the Board of Directors. If the election of directors shall
not be held on the date designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.

Amended: 6/19/80

Section 2. Special Meetings. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the laws of the United
States or the Articles of Association, may be called by the Chairman of the
Executive Committee, the Chairman of the Board, the President or the Board of
Directors, and shall be called by the Secretary upon a written request to him
signed by at least three shareholders owning in the aggregate not less than ten
percent of all outstanding shares of the Association entitled to vote at the
meeting.

Section 3. Place of Meeting. The Board of Directors may designate any convenient
place in the City of Milwaukee, Wisconsin, as the place of meeting for any
annual meeting or for any special meeting. If no such designation is made, the
place of meeting shall be the main banking office of the Association in the City
of Milwaukee, Wisconsin. Any meeting may be adjourned to reconvene at any place
in the City of Milwaukee, Wisconsin, designated by vote of a majority of the
shares represented thereat.

Amended: 6/19/80

Section 4. Notice of Meeting. Unless otherwise provided by the laws of the
United States or the Articles of Association, written notice stating the place,
date and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
or more than fifty days before the date of the meeting, by or at the direction
of the Chairman of the Executive Committee, the Chairman of the Board, the
President, or the Secretary, to each shareholder of record entitled to vote at
such meeting. Such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the stock record book of the Association, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Association may provide
that the stock transfer books shall be closed for stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty

<PAGE>

days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which notice of the
meeting is mailed or on the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall be applied to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

Amended: 6/19/80

Section 6. Voting Lists. The Secretary shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten days prior to such meeting, shall be kept on file at the office of the
Association and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.

Section 7. Quorum. Except as otherwise provided by law, a majority of the
outstanding shares of the Association entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders, and a majority
of votes cast at any meeting at which a quorum is present shall be decisive of
any motion or election. Though less than a quorum of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Amended: 6/19/80

Section 8. Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote in person or by proxy appointed in writing by the shareholder or
by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the Association before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the secretary of the meeting or by
oral notice given by the shareholder to the presiding officer during the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 9. Voting of Shares. Each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, except for the election of Directors. In all elections of
Directors each shareholder shall have the right to vote the number of shares
owned by him for as many persons as there are Directors to be elected, or to
cumulate such shares and give one candidate as

<PAGE>

many votes as the number of Directors multiplied by the number of his shares
shall equal or to distribute them on the same principle among as many candidates
as he shall elect.

Section 10. Voting of Shares by Certain Holders.

Amended: 6/19/80

(a) Other Corporation. Shares standing in the name of another corporation may be
voted either in person or by proxy, by the president of such corporation, or any
other officer appointed by such president. A proxy executed by any principal
officer of such other corporation or assistant thereto shall be conclusive
evidence of the signer's authority to act, in the absence of express notice to
this Association, given in writing to the Secretary of the designation of some
other person by the Board of Directors or the by-laws of such other corporation.

Amended: 6/19/80

(b) Legal Representatives and Fiduciaries. Shares held by an administrator,
executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee
for creditors may be voted by him, either in person or by proxy, without a
transfer of such shares into his name, provided that there is filed with the
Secretary before or at the time of the meeting proper evidence of his incumbency
and the number of shares held. Shares standing in the name of a fiduciary may be
voted by him, either in person or by proxy. A proxy executed by a fiduciary
shall be conclusive evidence of the signer's authority to act, in the absence of
express notice to this Association, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

(c) Pledges. A shareholder whose shares are pledges shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Treasury Stock and Subsidiaries. Neither treasury shares, nor shares held by
another corporation if majority of the shares entitled to vote for the election
of directors of such other corporation is held by this Association, shall be
voted at any meeting or counted in determining the total number of outstanding
shares entitled to vote, but shares of its own issue held by such other
corporation in a fiduciary capacity, may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote.

Amended: 6/19/80

(e) Minors. Shares held by a minor may be voted by such minor in person or proxy
and no such vote shall be subject to disaffirmance or avoidance, unless prior to
such vote the Secretary of the Association has received written notice or has
actual knowledge that such shareholder is a minor.

Amended: 6/19/80

(f) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift
may be voted by such

<PAGE>

incompetent or spendthrift in person or by proxy and no such vote shall be
subject to disaffirmance or avoidance, unless prior to such vote the Secretary
of the Association has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual knowledge of filing of
judicial proceedings for appointment of a guardian.

Amended: 6/19/80

(g) Joint Tenants. Shares registered in the names of two or more individuals who
are named in the registration as joint tenants may be voted in person or by
proxy signed by any one or more of such individuals if either (i) no other such
individual or his legal representative is present and claims the right to
participate in the voting of such shares or prior to the vote files with the
Secretary of the Association a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the Association has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

Section 11. Waiver of Notice of Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the Association under the Article of
Association or By-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of law shall contain the same information as
would have been required to be included in such notice, except such waiver need
not set forth the time and place of meeting.

Section 12. Chairman and Secretary of Meeting. At each meeting of the
shareholders, the shareholders shall elect a Chairman and a Secretary of the
meeting, each of whom shall be either an officer or a shareholder of the
Association.

Amended: 6/19/80

Section 13. Judges of Elections. Not less than thirty days prior to the date of
any election of Directors the Board of Directors shall appoint two shareholders
to be the judges of said election has been held the judges shall certify the
results thereof to the Secretary.

Amended: 6/19/80

Section 14. Reports of Meetings. The Secretary of the meeting shall cause the
record of each meeting of shareholders to be kept showing the names of the
shareholders present in person and by proxy, the number of shares held by each
and the number of shares voted on each action. After each such meeting the
Secretary shall forward a report thereof to the Comptroller of the Currency in
the form prescribed by him.

<PAGE>

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Association shall be
managed by its Board of Directors.

Amended: 10/19/67; 6/19/80; 1/21/82

Section 2. Number, Tenure and Qualifications. The Board of Directors shall
consist of not less than five nor more than twenty-five persons. The number of
Directors to be elected shall be determined by a majority of the votes cast by
the shareholders at the annual meeting or at a special meeting called for such
purpose; provided that the Board of Directors may, by a vote of the majority of
its members, increase the number of members of the Board as established by the
shareholders by not more than two members. Each Director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his death or until he shall resign by filing his written
resignation with the Secretary. 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 his election.

Section 3. Oath. Each person when initially elected or appointed a member of the
Board of Directors shall take the oath of such office in the form prescribed by
the Comptroller of the Currency. No person elected or appointed a Director shall
exercise the functions of such office until he shall have taken such oath.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall
be held, without other notice than this By-law, immediately after and at the
same place as the annual meeting of shareholders for the purpose of the
Directors taking their oaths, organizing the Board, electing the Executive
Committee, appointing officers of the Association and transacting such other
business as may properly come before the meeting. Additional regular meetings of
the Board of Directors shall be held monthly on such day and at such hour as the
Board of Directors may provide by resolution, without other notice than such
resolutions. When any regular meeting of the Board of Directors falls upon a
holiday, the meeting shall be held on the next business day unless the Board of
Directors shall have previously designated another day.

Amended: 6/19/80

Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Executive Committee, Chairman
of the Board, the President, the Executive Vice President, and shall be called
by the Secretary at the request of three or more Directors.

Section 6. Place of Meeting. The Board of Directors (or in the case of a special
meeting called at the request of the Chairman of the Executive Committee, the
Chairman of the Board, the President, the Executive Vice President, or three or
more Directors calling such meeting, the officer of Directors requesting such
call) may designate any convenient place in the City of Milwaukee, Wisconsin, as
the place of meeting for any meeting of the Board of Directors. If no such
designation is made, the place of meeting shall be the main banking office of
the Association in the City of Milwaukee, Wisconsin.

<PAGE>

Amended: 6/19/80

Section 7. Notice. Notice of any special meeting shall be given by the Secretary
to each Director at least 48 hours previous thereto by orally presenting such
notice to a Director personally, directly or by telephone, or by written notice
delivered personally or mailed to a Director at his business address, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed with postage thereon prepaid (air mail
postage as to any Director whose address is more than 200 airline miles from
Milwaukee, Wisconsin). If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Whenever any notice whatever is required to be given to any Director under the
provisions of these By-laws or under the provisions of the Articles of
Association or under the provisions of any statute, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the director
entitled to such notice, shall be deemed equivalent to the giving of such
notice. The attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

Section 8. Quorum. A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the Directors present (though less than such
quorum) may adjourn the meeting from time to time without further notice.

Section 9. Manner of Acting. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of greater number is required by law or by the
Articles of Association or these By-laws.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors by
resignation or death or by reason of the increase in the number of authorized
members of the Board as provided at Section 2 of this Article II may be filled
until the next succeeding annual election by appointment pursuant to the
affirmative vote of a majority of the Directors then in office.

Amended: 6/19/80

Section 11. Presumption of Assent. A Director of the Association who is present
at a meeting of the Board of Directors or a committee thereof at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as Secretary of the meeting before the adjournment thereof or shall file his
written dissent by registered mail to the Secretary immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

ARTICLE III

COMMITTEES

Amended: 2/19/87

Section 1. Executive Committee. The Board of Directors shall, at its regular
meeting held immediately following the annual meeting of shareholders, elect an
Executive Committee consisting of such number of members of the Board, not less
than six nor more than fifteen, as the Board may fix by resolution. The
<PAGE>

Chairman of the Board and President shall be members of the Executive Committee.
The Board of Directors shall also elect six or more of its members to serve as
alternate members of the Executive Committee, which alternate members may be
called upon by the Chairman of the Executive Committee to serve in the absence
of any of the regular members. Any vacancy occurring in the Executive Committee
may be filled until the next succeeding annual election by appointment of the
Board of Directors.

The Executive Committee shall be vested with all the authority of the Board of
Directors and, subject to the control of the Board, shall direct the management
of the affairs of the Association in the interim between meetings of the Board.
The Executive Committee may require that it shall approve all loans and
discounts to any individual or entity which equal or exceed such aggregate
amount as the Executive Committee shall keep minutes of all of its meetings,
showing the matters considered and disposed of by it, which minutes shall be
presented to the Board of Directors at its next succeeding regular meeting.

The Executive Committee shall elect one of its members as Chairman of the
Executive Committee who may, but need not be, the Chairman of the Board of
Directors and/or the President. Such election shall be made annually at the
first meeting of the Executive Committee held after each annual meeting of the
shareholders. The Chairman of the Executive Committee shall hold office until
his successor shall have been duly elected and shall have qualified or until his
death, resignation or removal in the manner hereinafter provided. The Chairman
of the Executive Committee shall appoint a Secretary who need not be a member of
the Executive Committee.

Amended: 2/15/79; 7/19/79; 2/19/80; 9/18/80; 11/18/82; 2/19/87; 8/19/93

Section 2. Risk Examination Committee. The Board of Directors shall, at its
regular meeting held immediately following the annual meeting of shareholders,
elect a Risk Examination Committee consisting of not less than three members of
the Board, none of whom may be officers of the Association, except where the
full Board of Directors comprises the Risk Examination Committee. The Board of
Directors may also elect one or more of its members to serve as an alternate
member or members of the Risk Examination Committee, which alternate member or
members may be called upon by the Chairman of the Risk Examination Committee to
serve in the absence of any of the regular members.

The Board of Directors shall appoint the Chairman of the Risk Examination
Committee, who shall be a member of such Committee, and a Secretary, who need
not be a member of such Committee.

The Risk Examination Committee shall cause suitable examinations of the affairs
of the Association to be made by auditors responsible only to the Board of
Directors, in order to ascertain whether the Association is in sound financial
condition, and whether adequate internal audit controls and procedures are
maintained. The Risk Examination Committee shall also review activities that
represent significant potential loss of income or assets of the Association. The
Risk Examination Committee shall, in addition, cause suitable examinations of
the Trust Department to be made by such independent auditors at least once
during each calendar year and within fifteen months of the last such audit for
the purpose of determining whether the Trust Department has been administered
according to law, the regulations of any governmental regulatory agency and
sound fiduciary principles. The results of each such examination, together with
the results of any examination made by the examining staff of any governmental
regulatory agency, shall be reviewed by the Risk Examination Committee and
reported to the Board of Directors, together with any recommended changes in the
manner of conducting the affairs of the Association as shall be deemed
advisable, and made a part of the records of the Association.

<PAGE>

Amended: 9/18/80; 2/19/87

Section 3. Trust Investment Committee. The Board of Directors shall, at its
regular meeting held immediately following the annual meeting of shareholders,
elect a Trust Investment Committee, consisting of such number of members of the
Board, not less than three nor more than fifteen, as the Board may fix by
resolution. The Board of Directors shall also elect six or more of its members
to serve as alternate members of the Trust Investment Committee, which alternate
members may be called upon by the Chairman of the Board to serve in the absence
of any of the regular members.

The Trust Investment Committee shall appoint a Chairman who shall be a member of
such Committee, and a Secretary, who need not be a member of such Committee.

All investments of trust funds shall be made, retained or disposed of only with
the authorization or approval of the Trust Investment Committee. The Trust
Investment Committee shall, at least annually, review each trust account to
determine the safety and value of its assets and advisability of retaining or
disposing of them. The Trust Investment Committee shall keep minutes of all of
its meetings, showing the disposition of all matters considered and passed on by
it, which minutes shall be presented to the Executive Committee at its next
succeeding regular meeting.

Amended: 11/15/73

Section 4. Officers' Loan Committees. The Executive Committee or the Board of
Directors may appoint such Officers' Loan Committees as it deems appropriate
from time to time, each such Committee shall consist of such number of officers
of the Association as the Executive Committee or the Board of Directors shall
determine by resolution. The Executive Committee or the Board of Directors may
also appoint one or more officers of the Association to serve as alternate
members of such Committees, which alternate members may be called upon by the
Chairman of the Board, President or the Chairman of the respective Committee to
serve in the absence of any of the regular members. The Executive Committee or
the Board of Directors shall designate the person who shall serve as Chairman of
each such Committee and each Committee shall appoint a Secretary who need not be
a member of the Committee.

Each such Officers' Loan Committee shall have such powers to discount and
purchase bills, notes and other evidences of debt, to buy and sell bills of
exchange, to examine and approve loans and discounts held by the Association as
the Executive Committee or the Board of Directors may from time to time specify
by resolution, subject at all times to the control of the Executive Committee
and the Board of Directors. Such Committees shall report their actions to each
regular meeting of the Executive Committee or Board of Directors, which shall
approve or disapprove the report and record such action in the minutes of their
meetings, but no such disapproval shall adversely affect the interests of any
customer or third party in any transaction or commitment made under the
authority of this Section.

<PAGE>

Added: 11/15/73; 1/20/83

Section 5. Other Committees. The Board of Directors or Executive Committee by
resolution may designate one or more additional committees, each committee to
consist of such number of officers and/or directors of the Association as may be
specified in such resolution, provided, however, that a Plan Committee for any
pension plan established by the Association may consist of such officers,
directors, and/or employees of the Association as may be designated by the
Board. Each such committee shall have such powers in the management of the
business and affairs of the Association to the extent provided in said
resolution as initially adopted, and as thereafter supplemented or amended by
further resolution adopted by the Executive Committee or Board of Directors,
except action in respect to matters requiring action by the shareholders, Board
of Directors, Executive Committee or other committee established by or pursuant
to these By-laws. The Executive Committee or Board of Directors may specify one
or more alternate member of any such committee who may take the place of any
absent members or members at any meeting of such committee, upon request by the
Chairman of the Board, President or upon request by the chairman of such
committee. Each such committee shall fix its own rules governing the conduct of
its activities and shall report their actions to each regular meeting of the
Executive Committee or Board of Directors, which shall approve or disapprove the
report and record such action in the minutes of their meetings.

ARTICLE IV

OFFICERS

Amended: 2/16/78; 6/19/80; 9/15/88; 3/18/93

Section 1. Number and Qualifications. The principal officers of the Association
shall be a Chairman of the Board of Directors, a President, one or more
Executive, Senior and First Vice Presidents, a Cashier, a Trust Officer, a
Comptroller, and a Secretary, each of whom shall be appointed by the Board of
Directors. Such other officers, including Vice Presidents, and assistant
officers as may be deemed necessary may be appointed by the Board of Directors.
Any two or more offices may be held by the same person, except the offices of
President and Cashier, the offices of President and Secretary, and the offices
of President and Vice President. The Chairman of the Board of Directors and
President shall be members of the Board of Directors. Except to the extent such
power is limited by the Board of Directors, any officer authorized by these
By-laws or the Board of Directors to appoint officers may appoint one or more
other officers or assistant officers, and any officer making such an appointment
shall report the appointment to the Board of Directors at its next regular
meeting.

Section 2. Terms of Office. The officers of the Association shall be appointed
annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If officers shall
not be appointed at such meeting, they shall be appointed as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly appointed and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent appointed by the Board of Directors or
Executive Committee may be removed by the Board of Directors or Executive
Committee, as the case may be, whenever in its judgment the best interests of
the Association will be served thereby, but such removal shall be without
<PAGE>

prejudice to the contract rights, if any, of the person so removed. Appointment
shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise shall be filled by the Board
of Directors for the unexpired portion of the term.

Amended: 3/18/93

Section 5. Principal Executive Officer. The principal executive officer of the
Association shall be either the Chairman of the Board or the President of the
Association, as is designated from time to time by the Board of Directors by
resolution duly adopted by a majority of its members at any regular or Special
Meeting. Subject to the control of the Board of Directors such principal
executive officer shall generally supervise and control all of the business and
affairs of the Association. The principal executive officer shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents, employees and, in accordance with Section 1 of this
Article, other officers of the Association as he or she shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents, employees and officers shall hold office at the discretion of
the principal executive officer.

Amended: 1/16/69; 2/18/82

Section 6. Chairman of the Board. The Chairman of the Board shall, when present,
preside at all meetings of the shareholders and the Board of Directors. The
Chairman of the Board shall perform all such duties as may be prescribed by the
Board of Directors from time to time.

Amended: 1/16/69; 6/19/80; 2/18/82

Section 7. President. The President shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time. Unless the Board of Directors otherwise provides,
in the absence of the Chairman of the Board or in the event of his inability or
refusal to act, the President shall perform the duties of the Chairman of the
Board, and when so acting shall have all the powers of and be subject to all the
restrictions upon the Chairman of the Board. He may sign with the Cashier,
Secretary, Assistant Cashier or Assistant Secretary, or any other proper officer
of the Association thereunto authorized by the Board of Directors certificates
for shares of the Association.

Amended: 2/16/78

Section 8. Executive Vice President(s). The Executive Vice President(s) shall
consult with the Chairman of the Board and the President regarding the business
and affairs of the Association and shall perform such duties as may be
prescribed by the Chairman of the Board, the President and the Board of
Directors from time to time. In the absence of the President, or in the event of
his inability or refusal to act, the Board of Directors may designate one
Executive Vice President to perform the duties of President and when so acting
said Executive Vice President shall have all of powers of and be subject to all
of the restrictions upon the President.

Section 9. The Vice Presidents. In the absence of the Chairman of the Board, the
President and the Executive Vice President, or in the event of their inability
or refusal to act, the Vice President (or in the

<PAGE>

event there be more than one Vice President, the Vice Presidents in the order
designated by resolution of the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties of
the Chairman of the Board and the President (except for presiding at meetings of
the shareholders, of the Board of Directors and of the Executive Committee), and
when so acting shall have all the powers of and be subject to all the
restrictions upon the Chairman of the Board and/or President. Any Vice President
may sign, with the Cashier, certificates for shares of the Association; and
shall perform such other duties as from time to time may be assigned to him by
the Chairman of the Executive Committee, the Chairman of the Board, the
President, or by the Board of Directors.

Amended: 6/19/80

Section 10. The Cashier. The Cashier and the Secretary, or either of them, shall
(a) be custodians of the corporate records and of the seal of the Association
and see that the seal of the Association is affixed to all documents the
execution of which on behalf of the Association under its seal is duly
authorized; and (b) sign with the President, or a Vice President, certificates
for shares of the Association, the issuance of which shall have been authorized
by resolution of the Board of Directors. The Cashier shall have and may exercise
any and all other powers and duties pertaining by law, regulation or practice,
to the officer of Cashier or imposed by these By-laws and shall perform such
other duties as from time to time may be assigned to him by the Chairman of the
Board, the President or by the Board of Directors.

Section 11. Comptroller. The Comptroller shall be responsible for the accuracy
and proper maintenance of all accounting records of the Association in
accordance with generally recognized principles of accounting acceptable to the
Board of Directors. He shall prepare and furnish to the Board periodic reports
showing the financial condition and results of operations of the Association,
together with such other information as he may be called upon from time to time
to furnish. The Comptroller shall also perform such other duties as may be
assigned to him directly or indirectly, by the Chairman of the Board, the
President or the Board of Directors. The Comptroller shall be responsible to the
Board of Directors of the Association and shall report to the Board directly or
through the Chairman of the Board.

Added: 6/19/80

Section 12. The Secretary. The Secretary of the Association shall: (a) keep the
minutes of the shareholders' and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c)
advise all members of the Board of Directors immediately upon their election as
such; (d) along with the Cashier, or either of them, be custodians of the
corporate records and of the seal of the Association and see that the seal of
the Association is affixed to all documents the execution of which on behalf of
the Association under its seal is duly authorized; (e) keep a register of the
post office address of each shareholder; (f) sign with the President, or a Vice
President, certificates for shares of the Association, the issuance of which
shall have been authorized by resolution of the Board of Directors, as duties of
the Cashier. The Secretary shall perform such other duties as from time to time
may be assigned to him by the Chairman of the Board, the President or by the
Board of Directors.

Renumbered: 6/19/80

Section 13. Assistants and Acting Officers. The Board of Directors shall have
the power to appoint any person to act as assistant to any officer, or to
perform the duties of such officer whenever for any reason it is impracticable
for such officer to act personally, and such assistant or acting officer so
appointed by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed

<PAGE>

to be assistant, or as to which he is so appointed to act, except as to such
power may be otherwise defined or restricted by the Board of Directors.

ARTICLE V

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Amended: 6/19/80

Section 1. Certificates for Shares. Certificates representing shares of the
Association shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice President
and by the Cashier, Assistant Cashier, Secretary or Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and the date of issue, shall be entered on the
stock transfer books of the Association. All certificates surrendered to the
Association for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Association as the Board of Directors may prescribe.

Amended: 6/19/80

Section 2. Facsimile Signatures and Seal. The Seal of the Association on any
certificates for shares may be a facsimile. The signatures of the President or
Vice President, the Cashier or Assistant Cashier and the Secretary or Assistant
Secretary upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other than the
Association itself or an employee of the Association.

Amended: 6/19/80

Section 3. Signature by Former Officers. In case any officer, who has signed or
whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Association with the same effect as if he were such officer at the
date of its issue.

Section 4. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration or transfer the Association may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner.
Where a certificate for shares is presented to the Association with a request to
register for transfer, the Association had no duty to inquire into adverse
claims or has discharged any such duty. The Association may require reasonable
assurance that said endorsements are genuine, effective and in compliance with
such other regulations as may be prescribed under the authority of the Board of
Directors.
<PAGE>

Section 5. Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
law as it may deem expedient concerning the issue, transfer and registration of
certificates representing shares of the Association.

ARTICLE VI

CONTRACTS

Amended: 3/18/76

The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract, execute and deliver any instrument in the name of
and on behalf of the Association, execute checks, drafts, bills of exchange,
orders, letters of credit and other obligations of the Association, transmit and
receive funds of the Association, direct the transfer of such funds by others
and enter into agreements which authorize others, on terms and conditions set
forth therein, to transmit, receive and direct transfer of such funds by
telegraphic, telephonic, electronic or other means, and such authorization may
be general or confined to specific instances.

<PAGE>

ARTICLE VII

AMENDMENTS

These By-laws may be altered, amended or repealed and new By-laws may be adopted
by the shareholders or Board of Directors by majority vote at any regular
meeting or special meeting noticed for such purpose. Any By-law adopted by the
Board of Directors shall be subject to amendment or repeal by the shareholders
as well as by the Directors.

ARTICLE VIII

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Association and the words
"Corporate Seal."

ARTICLE IX

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Definitions of Terms for this Article.

(a) "Director or Officer" shall include any person who may have served at the
request of the Association as a director or officer of another corporation in
which the Association owned stock or was a creditor at any time during the
period of said service, and all past, present and future directors and officers
of the Association whether or not so serving at the time of incurring the
expenses or liabilities referred to herein, and their personal representatives.

(b) "Expenses" shall include, without limiting the generality thereof, amounts
paid or payable as fees of legal counsel and experts.

(c) "Action" means any civil, criminal or administrative action, suit,
proceeding or claim, or threat thereof, in which a director or officer may be
involved as a party or otherwise, by reason of his having served as such
director or officer or by reason of anything done or omitted by him as such
director or officer, or alleged to have been so done or omitted.

(d) "Determination by the Board of Directors" means a determination made by
resolution, upon favorable

<PAGE>

advice by counsel for the Association, adopted by the affirmative vote of a
majority of a committee consisting of all directors of the Association then in
office, other than those involved in the action, provided that there are not
less than three, such determination shall be deemed to have been made if
recommended by affirmative vote of a majority of the directors of the
Association then in office (whether or not involved in the action) but only to
the extent concurred in by either (i) the affirmative vote of a majority of the
outstanding shares entitled to vote at a meeting of the shareholders called for
that purpose, or (ii) the opinion of independent legal counsel selected by the
Board of Directors.

Section 2. Mandatory Indemnification. The Association shall indemnify each
director or officer against all expenses actually and reasonably incurred by him
in connection with any action and against all liability to which he is subjected
upon disposition of any action, if either (a) final disposition of such action
is made in favor of such director or officer or (b) he is adjudged to be not
guilty of gross negligence or misconduct in the performance of duty to the
Association in the matter.

Section 3. Assumption of Defense and Liability. If any director or officer, who
is involved in any action for which mandatory indemnification might be required
under Section 1 in the event of favorable adjudication thereof, shall make full
disclosure to the Board of Directors of or to counsel for the Association of the
pertinent facts not otherwise known to the Association, and if there shall be
made a determination by the Board of Directors that in its opinion such director
or officer was not guilty of negligence or misconduct in the performance of duty
to the Association in the matter, the Association shall assume or provide at the
Association's expense and risk the defense or settlement thereof on his behalf;
and in such event such director or officer shall have no liability to the
Association for any expense, liability or settlement payment incurred by the
Association in the matter.

Section 4. Insurance. The Association may upon affirmative vote of a majority of
its Board of Directors, purchase commercial insurance for the benefit of a
director or officer against all or any part of the expenses of actions against
such director or officer; and such insurance need not exclude actions in which
such director or officer may thereafter be adjudged guilty of negligence or
misconduct in the performance of duty to the Association. Such insurance may,
but need not, be for the benefit of all directors or officers.

Section 5. Further Assumption or Sharing of Expense and Liability. If complete
indemnification of expense, liability or settlement payments is not provided
pursuant to Sections 2, 3 and 4 to any director or officer, the Association may
grant such further indemnification in whole or in part as may be fixed by
determination by the Board of Directors upon consideration of the circumstances
of the individual action.

Section 6. Liability for Determination. The Association and its directors,
officers, employees and agents shall not be liable to anyone for making any
determination as to the existence or absence of liability under any of Section 2
through 5 above, or for making or refusing to make any payment thereunder on the
basis of such determination, or for taking or omitting to take any other action
thereunder in reliance upon advice of counsel.

Section 7. Other Rights. The foregoing indemnification provisions shall be in
addition, and may be claimed without prejudice, to any other rights which any
director, officer, employee or agent may have.

<PAGE>

ARTICLE X

EMERGENCY PROVISIONS

Section 1. Applicability. The provisions of this Article shall be of no effect
until the occurrence of a state of emergency resulting in this Association being
unable to continue its normal functions under the direction of established
management and at the location of its main office (in this Article referred to
as "Emergency"), which Emergency may include but shall not be limited to war or
war-like disaster. Upon such occurrence and during the continuation of such
Emergency:

(a) the provisions of this Article shall become effective forthwith and shall
remain so effective without further authorization or declaration, unless
otherwise determined by the Board of Directors or other body performing the
powers of the Board of Directors as provided in these By-laws or under any
governmental directives, and

(b) so far as the provisions of this Article are in conflict with the provisions
of any other By-law or resolution theretofore adopted, the provisions of this
Article shall prevail.

Section 2. Temporary Offices. Upon the occurrence and during the continuation of
such an Emergency of sufficient severity so as to prevent this Association from
carrying on its normal banking functions at the location of its main office, any
or all of the business ordinarily conducted at such location shall be
temporarily relocated elsewhere in suitable quarters, which may be or include
but need not be limited to an established branch office of this Association, as
may be designated by the Board of Directors or other body performing the powers
of the Board of Directors as provided in these By-laws or under any governmental
directives. Such relocated place of business shall be within the City of
Milwaukee if a suitable location within such City is available. Any temporary
relocated place of business shall be returned to its original or other legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.

Section 3. Emergency Executive Committee. Upon the occurrence and during the
continuance of such an Emergency of sufficient severity so as to prevent the
conduct and management of the affairs and business of this Association by its
Board of Directors and the regularly established committees thereof:

(a) There is hereby created an Emergency Executive Committee, which may exercise
the full powers and authority of the Board of Directors and of any other
regularly established Committee of the Board of Directors until the Board of
Directors or other such established committee may be available to resume
exercise of its functions.

<PAGE>

(b) Such Emergency Executive Committee shall consist of the then available
members of the Board of Directors, any three of whom shall constitute a quorum.
Whenever less than three regularly elected directors of this Association shall
be available to serve on such Emergency Executive Committee, the place of any
absent director may be taken by any person, designated by prior resolution of
the Board of Directors of First Wisconsin Bankshares Corporation (as holder of
more than 98% of the outstanding shares of this Association), to serve as an
acting director and member of the Emergency Executive Committee until not less
than three regularly elected directors of this Association are available to
serve.

(c) The Emergency Executive Committee may meet upon such notice and at such
times and places, as the person performing the powers and duties of President
may determine to be practicable under Emergency conditions. Approval by any
member of any matter or action, given by written, telegraphic or telephone
consent, shall have the same effect as a vote taken at a meeting.

Amended: 6/19/80

Section 4. Emergency Officer Succession. If during any Emergency, neither the
Chairman of the Board, nor the President, nor the Executive Vice President of
this Association can be located by the then acting main office or is unable to
assume or to continue normal executive duties, then the authority and duties of
such officer shall without further action of the Board of Directors, be
automatically assumed temporarily by the Senior Vice Presidents of the Bank and
such monthly amounts of Pension Plan Benefits shall be calculated according to
the applicable method of payment as provided under the Pension Plan, including
any such method or payment option validly elected by the Eligible Employee or
his Beneficiary thereunder.

<PAGE>

EXHIBIT 6

CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939

Firstar Bank Milwaukee, N.A., 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 BANK MILWAUKEE, N.A.
(Trustee)

By: /s/ Amy E. Nolde
Amy E. Nolde, Assistant Vice President
(Name and title)

By: /s/ Pamela Warner
Pamela Warner, Assistant Secretary
(Name and title)

Dated: September 23, 1999

<PAGE>

EXHIBIT 7

Legal Title of Bank: Firstar Bank Milwaukee, N.A. Call Date: 12/31/98
ST-BK: 55-9180 FFIEC 031
Address: 777 East Wisconsin Avenue Page RC-1
City, State Zip: Milwaukee, Wisconsin 53202
FDIC Certificate No.: | 0 | 5 | 3 | 0 | 8 |
---------------------

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS for December 31, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

| C400 |
Dollar Amounts in Thousands RCFD Bil Mil Thou
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A): . | / / / / / / / / / / / / / |
a. Noninterest-bearing balances and currency and coin (1)................. 0081 940,843 1.a.
b. Interest-bearing balances (2).......................................... 0071 4,624 1.b.
2. Securities .............................................................. | / / / / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, Column A):............ 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, Column D)........... 1773 911,883 2.b.
3. Federal funds sold and securities purchased under agreements to resell ... 1350
936,258 3.
4. Loans and lease financing receivables:..................................... | / / / / / / / / / / / / / |
a. Loans and leases, net of unearned income .............................. | / / / / / / / / / / / / / |
(from Schedule RC-C)......................... | RCFD 2122 | 5,832,760 | / / / / / / / / / / / / / | 4.a.
b. LESS: Allowance for loan and lease losses. | RCFD 3123 | 84,275 | / / / / / / / / / / / / / | 4.b.
c. LESS: Allocated transfer risk reserve.. | RCFD 3128 | 0 | / / / / / / / / / / / / / | 4.c.
d. Loans and leases, net of unearned income, allowance, and reserve....... | / / / / / / / / / / / / / |
(Item 4.a. minus 4.b. and 4.c.)........................................ 2125 5,748,485 4.d.
5. Trading assets (from Schedule RC-D)........................................ 3545 13,839 5.
6. Premises and fixed assets (including capitalized leases)................... 2145 145,301 6.
7. Other real estate owned (from Schedule RC-M)............................... 2150 88 7.
8. Investments in unconsolidated subsidiaries and associated companies........ | / / / / / / / / / / / / / |
(from Schedule RC-M)....................................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding............... 2155 9,891 9.
10. Intangible assets (from Schedule RC-M)..................................... 2143 110,634 10.
11. Other assets (from Schedule RC-F).......................................... 2160 147,531 11.
12. Total assets (sum of items 1 through 11)................................... 2170 8,969,377 12.
- -----------

(1) Includes cash items in process of collection and unposted debits

(2) Includes time certificates of deposit not held for trading

LIABILITIES
13. Deposits: .............................................................. | / / / / / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from............. | / / / / / / / / / / / / / |
Schedule RC-E, part 1)................................................. RCON 2200 5,325,682 13.a.
(1) Noninterest-bearing (1)...................| RCON 6631 | 1,458,862 | / / / / / / / / / / / / / 13.a.(1)
(2) Interest-bearing..........................| RCON 6636 | 3,866,820 | / / / / / / / / / / / / / | 13.a.(2)
b. In foreign offices, Edge and Agreement ................................ | / / / / / / / / / / / / / |
subsidiaries, and IBFs (from Schedule RC-E, part II)................... RCFN 2200 404,324 13.b.
(1) Noninterest-bearing.......................| RCFN 6631 | 582 | / / / / / / / / / / / / / | 13.b.(1)
(2) Interest-bearing..........................| RCFN 6636 | 403,742 | / / / / / / / / / / / / / | 13.b.(2)

<PAGE>

<CAPTION>
<S> <C> <C> <C>
|C400 |
Dollar Amounts in Thousands RCFD Bil Mil Thou
LIABILITIES (continued)

14. Federal funds purchased and securities sold under agreements to repurchase. RCON 2800 1,834,422 14.
15. a. Demand notes issued to the U.S. Treasury............................... RCON 2840 99,271 15.a.
b. Trading liabilities (From Schedule RC-D)............................... RCFD 3548 12,368 15.b.
16. Other borrowed money (including mortgage indebtedness and obligations under | / / / / / / / / / / / / / |
capitalized leases) .................................................... | / / / / / / / / / / / / / |
a. With a remaining maturity of one year or less.......................... RCFD 2332 25,937 16.a.
b. With a remaining maturity of more than one year through three years.... RCFD A547 0 16.b.
c. With a remaining maturity of more than three years. ................ RCFD A547 20,000 16.c.
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding................... RCFD 2920 9,891 18.
19. Subordinated notes and debentures (2)...................................... RCFD 3200 413,191 19.
20. Other liabilities (from Schedule RC-G)..................................... RCFD 2930 190,228 20.
21. Total liabilities (sum of items 13 through 20)............................. RCFD 2948 8,335,314 21.
22. Not applicable

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ............................. RCFD 3838 0 23.
24. Common stock .............................................................. RCFD 3230 76,600 24.
25. Surplus (exclude all surplus related to preferred stock)................... RCFD 3839 139,073 25.
26. a. Undivided profits and capital reserves................................. RCFD 3632 400,214 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 18,176 26.b.
27. Cumulative foreign currency translation adjustments........................ RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27).......................... RCFD 3210 634,063 28.
29. Total liabilitiesand equity capital (sum of items 21 and 28)............... RCFD 3300 8,969,377
29.
<CAPTION>

MEMORANDUM
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the Number
------
bank by independent external auditors as of any date during 1997........... RCFD 6724 N/A M.1.

<S> <C>
1 = Independent audit of the bank conducted in 5 = Review of the bank's financial statements
accordance with generally accepted auditing by external auditors.
standards by a certified public accounting
firm which submits a report on the bank.
2 = Independent audit of the bank's parent 6 = Compilation of the bank's financial
holding company conducted in accordance statements by external auditors.
with generally accepted auditing standards
by a certified public accounting firm which
submits a report on the consolidated
holding company (but not on the bank
separately).
3 = Directors' examination of the bank 7 = Other audit procedures (excluding tax
conducted in accordance with generally preparation work).
accepted auditing standards by a certified
public accounting firm (may be required by
state chartering authority).
4 = Directors' examination of the bank 8 = No external audit work.
performed by other external auditors (may
be required by state chartering authority).

- -----------

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

(2) Includes limited-life preferred stock and related surplus.
</TABLE>