WPS RESOURCES CORP, S-3, 1998-06-12

WPS RESOURCES CORP
S-3, 1998-06-12
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------

<TABLE>
<S> <C>
WPS RESOURCES CORPORATION WPSR CAPITAL TRUST I
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
WISCONSIN DELAWARE
(State or other jurisdiction (State or other jurisdiction
of incorporation or of incorporation or
organization) organization)
39-1775292 39-6691804
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
</TABLE>

700 NORTH ADAMS STREET
P.O. BOX 19001
GREEN BAY, WISCONSIN 54307-9001
(920) 433-1466

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------

LARRY L. WEYERS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
WPS RESOURCES CORPORATION
700 NORTH ADAMS STREET
P.O. BOX 19001
GREEN BAY, WISCONSIN 54307-9001
(920) 433-1466

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

WITH A COPY TO:

MICHAEL S. NOLAN SHIRLEY M. LUKITSCH
Foley & Lardner Schiff Hardin & Waite
777 East Wisconsin Avenue 7200 Sears Tower
Milwaukee, Wisconsin 53202 Chicago, Illinois 60606
(414) 297-5672 (312) 258-5602

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practical after the effective date of this Registration Statement.
------------------------------

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

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

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2)(3)
- --------------------------------------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C>
Trust Preferred Securities of WPSR Capital
Trust I.......................................... $50,000,000
Junior Subordinated Deferrable Interest Debentures
of WPS Resources Corporation(4)..................
Guarantees of Trust Preferred Securities of WPSR
Capital Trust I by WPS Resources
Corporation(5)...................................

<CAPTION>
TITLE OF EACH
CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
- --------------------------------------------------- ---------------------
<S> <C>
Trust Preferred Securities of WPSR Capital
Trust I.......................................... $14,750
Junior Subordinated Deferrable Interest Debentures
of WPS Resources Corporation(4)..................
Guarantees of Trust Preferred Securities of WPSR
Capital Trust I by WPS Resources
Corporation(5)...................................
</TABLE>

(1) Such indeterminate number of Preferred Securities of WPSR Capital Trust I,
and such indeterminate principal amount of Junior Subordinated Deferrable
Interest Debentures of WPS Resources Corporation, as may be issued at
indeterminate prices.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The aggregate public offering price of the Trust
Preferred Securities of WPSR Capital Trust I and the Junior Subordinated
Deferrable Interest Debentures of WPS Resources Corporation registered
hereby will not exceed $50,000,000.

(3) Exclusive of accrued interest and distributions, if any.

(4) The Junior Subordinated Deferrable Interest Debentures will be purchased by
WPSR Capital Trust I with the proceeds of the sale of the Trust Preferred
Securities and may later be distributed to the holders of Preferred
Securities upon a dissolution of WPSR Capital Trust I. No separate
consideration will be received for the issuance of the Junior Subordinated
Deferrable Interest Debentures. Pursuant to Rule 457, no separate fee is
payable with respect to the Junior Subordinated Deferrable Interest
Debentures.

(5) Includes back-up undertakings, consisting of obligations of WPS Resources
Corporation to provide certain indemnities in respect of, and pay and be
responsible for certain expenses and debts of WPSR Capital Trust I. No
separate consideration will be received for the Guarantees or any back-up
undertakings. Pursuant to Rule 457, no separate fee is payable with respect
to the Guarantees.
------------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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>
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 IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED JUNE 12, 1998

PROSPECTUS

2,000,000 TRUST PREFERRED SECURITIES
WPSR CAPITAL TRUST I

(LOGO)

% TRUST PREFERRED SECURITIES
(LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY

WPS RESOURCES CORPORATION
---------------------

The % trust preferred securities represent undivided preferred beneficial
interests in the assets of WPSR Capital Trust I, a statutory business trust
created under the laws of the State of Delaware. WPS Resources Corporation, a
Wisconsin corporation, will own all of the common securities of WPSR Capital
Trust I. The Trust exists for the sole purpose of issuing its securities and
investing the proceeds in an equivalent amount of % Junior Subordinated
Deferrable Interest Debentures due of WPS Resources Corporation. The
holders of the Trust Preferred Securities will have a preference over the
holders of the Trust Common Securities with respect to distributions and
payments upon liquidation and redemption.
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE OF THIS PROSPECTUS FOR CERTAIN
INFORMATION RELEVANT TO AN INVESTMENT IN THE TRUST PREFERRED SECURITIES.

WPS Resources Corporation will apply to list the Trust Preferred Securities
on the New York Stock Exchange, Inc. If so approved, you can expect trading of
the Trust Preferred Securities on the New York Stock Exchange beginning within a
30-day period after the issuance of the Trust Preferred Securities. The trading
symbol for the Trust Preferred Securities will be: WPSPRA
------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PER TRUST
PREFERRED SECURITY TOTAL
------------------ -----------
<S> <C> <C>
Public Offering Price................... $25.00(1) $50,000,000(1)
Underwriting Commission (2)............. (3) (3)
Proceeds to Trust....................... 25.00(1)(3)(4) $50,000,000(1)(3)(4)
</TABLE>

- -------

(1) Plus accrued distributions, if any, from , 1998.

(2) WPS Resources Corporation and WPSR Capital Trust I have agreed to indemnify
the Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended. See "Underwriting."

(3) WPS Resources Corporation has agreed to pay to the Underwriters, as
compensation (the "Underwriters' Compensation") for their arranging the
investment therein of such proceeds, $ per Trust Preferred Security
(or $ in the aggregate). See "Underwriting."

(4) Expenses of the offering which are payable by WPS Resources Corporation are
estimated to be $ .
------------------------

The Underwriters are severally offering the Trust Preferred Securities,
subject to the prior receipt and acceptance of the Trust Preferred Securities by
the Underwriters and their right to reject any order in whole or in part.
Delivery of the Trust Preferred Securities will be made in book-entry form only
through the facilities of The Depository Trust Company on or about July , 1998.

A. G. EDWARDS & SONS, INC.

ROBERT W. BAIRD & CO.
INCORPORATED

LEGG MASON WOOD WALKER
INCORPORATED

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

THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY EFFECT TRANSACTIONS
THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT
LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by WPS Resources Corporation ("WPSR") and WPSR Capital Trust I
(the "Trust") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Trust Preferred Securities, the WPSR junior subordinated deferrable interest
debentures (the "Subordinated Debentures") and the WPSR guarantee of obligations
of the Trust under the Trust Preferred Securities (the "Guarantee")
(collectively, the "Offered Securities"). This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the SEC.
Reference is made to the Registration Statement and to the exhibits relating
thereto for further information with respect to WPSR, the Trust and the Offered
Securities. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the SEC or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.

WPSR is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the SEC. Reports, proxy
statements and other information filed by WPSR with the SEC may be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices located at Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661 and at the 13th Floor, Seven World Trade Center, New
York, New York 10048. Copies of such material may be obtained from the public
reference section of the SEC, 450 Fifth Street, N.W. Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
concerning WPSR may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and the Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, on which exchanges
WPSR's common stock is listed. Such information may also be accessed
electronically by means of the SEC's home page on the World Wide Web located at
http://www.sec.gov.

No separate financial statements of the Trust have been included or
incorporated by reference herein. WPSR does not believe that such financial
statements would be material to holders of the Trust Preferred Securities
because (i) all of the voting securities of the Trust will be owned by WPSR, a
reporting company under the Exchange Act, (ii) the Trust has no independent
operations but exists for the sole purpose of issuing securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in Subordinated Debentures issued by WPSR, and (iii) the
obligations of the Trust under the Trust Preferred Securities are, to the extent
that the Trust has funds available to meet such obligations, fully and
unconditionally guaranteed by WPSR. See "Description of the Subordinated
Debentures" and "Description of the Guarantee."

The Trust is not currently subject to the information reporting requirements
of the Exchange Act. The Trust will become subject to such requirements upon the
effectiveness of the Registration Statement, although it intends to seek and
expects to receive exemptions therefrom.

2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by WPSR with the SEC pursuant to
the Exchange Act are incorporated herein by reference:

1. WPSR's Annual Report on Form 10-K for the year ended December 31, 1997;

2. WPSR's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; and

3. WPSR's Current Reports on Form 8-K, dated February 25, 1998, and June
10, 1998.

All documents subsequently filed by WPSR pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Trust Preferred Securities offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

WPSR will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference (other than exhibits to such
documents which are not specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for such copies should
be directed to Francis J. Kicsar, Secretary, WPS Resources Corporation, P.O. Box
19001, 700 North Adams Street, Green Bay, Wisconsin 54307-9001, telephone
920-433-1466.

3
<PAGE>
PROSPECTUS SUMMARY

This summary is qualified by the more detailed information and financial
statements appearing elsewhere, or incorporated by reference, in this
Prospectus.

THE COMPANY

WPS Resources Corporation ("WPSR"), a Wisconsin corporation, was
incorporated on December 3, 1993, and operates as a holding company with both
regulated (utility) and non-regulated subsidiaries. WPSR has its principal
office at 700 North Adams Street, Green Bay, Wisconsin 54301.

WPSR's principal wholly owned subsidiary is Wisconsin Public Service
Corporation ("WPSC"), from which WPSR derived 79% of its consolidated revenues
and all of its net income for 1997. WPSC is a regulated public utility engaged
in the generation, transmission, distribution and sale of electric energy and in
the distribution and sale of natural gas in an 11,000 square mile service
territory in northeastern and central Wisconsin and an adjacent part of the
upper peninsula of Michigan.

WPSR's principal nonregulated subsidiaries are WPS Energy Services, Inc.
("ESI") and WPS Power Development, Inc. ("PDI"). ESI sells electric energy,
natural gas and alternate fuel products principally to commercial, industrial
and wholesale customers in the midwestern and eastern United States. ESI also
provides risk management and energy utilization consulting services and energy
management and project management services. PDI develops and owns electric
generation projects and provides services to the electric power generation
industry.

THE TRUST

WPSR Capital Trust I (the "Trust") is a statutory business trust created
under Delaware law pursuant to (i) a declaration of trust (as amended, the
"Declaration"), executed by WPSR as sponsor (the "Sponsor") of the Trust and the
trustees of the Trust (the "Trustees") and (ii) the filing of a certificate of
trust with the Secretary of State of the State of Delaware on June 9, 1998. The
Trust exists for the exclusive purposes of (i) issuing and selling the %
Trust Preferred Securities offered pursuant to this prospectus (the "Trust
Preferred Securities") and the common securities of the Trust (the "Trust Common
Securities, and together with the Trust Preferred Securities, the "Trust
Securities"), (ii) using the gross proceeds from the sale of the Trust
Securities to acquire the Subordinated Debentures and (iii) engaging in only
those other activities necessary or incidental thereto. All of the Trust Common
Securities will be owned by WPSR. The Trust Common Securities will rank PARI
PASSU, and payments will be made thereon pro rata, with the Trust Preferred
Securities, except that, if an event of default under the Declaration with
respect to the Trust Securities (a "Declaration Event of Default") has occurred
and is continuing, the rights of the holders of the Trust Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the Trust
Preferred Securities. WPSR will acquire Trust Common Securities in an aggregate
liquidation amount equal to at approximately 3% of the total capital of the
Trust.

The Trust's affairs will be conducted by the Trustees appointed by WPSR as
the holder of all of the Trust Common Securities. WPSR, as the holder of the
Trust Common Securities, will be entitled to appoint, remove or replace any of,
or increase or reduce the number of, the Trustees, provided, however, if an
event of default under the Declaration has occurred and is continuing, then the
Property Trustee and the Delaware Trustee may not be removed by WPSR but may be
removed and replaced by the holders of at least a majority in aggregate
liquidation amount of the outstanding Trust Preferred Securities. The duties and
obligations of the Trustees shall be governed by the Declaration. The Trust will
initially have four Trustees. Two of the initial Trustees (the "Administrative
Trustees") will be employees or officers of or otherwise affiliated with WPSR.
The third Trustee (the "Property Trustee") will be State Street Bank and Trust
Company, Boston, Massachusetts, which shall act as Property Trustee under the
Declaration and as indenture trustee for the purposes of compliance with the
provisions of Trust Indenture Act of 1939, as amended. The fourth Trustee will
be either a legal entity with its principal place of business in Delaware or an
individual resident in Delaware, which will serve for the limited

4
<PAGE>
purpose of satisfying certain Delaware laws (the "Delaware Trustee"). Initially
First Union Trust Company, National Association, Wilmington, Delaware, will be
Delaware Trustee. WPSR will pay all fees and expenses related to the Trust and
the offering of the Trust Preferred Securities.

The principal corporate trust office of the Property Trustee, State Street
Bank and Trust Company, is Two International Place, 4th Floor, P.O. Box 778,
Boston, Massachusetts 02102-0778. The address for the Trust is c/o WPS Resources
Corporation, the Sponsor of the Trust, at WPSR's corporate headquarters located
at P.O. Box 19001, 700 North Adams Street, Green Bay, Wisconsin 54307-9001;
telephone 920-433-1466.

THE OFFERING

TRUST PREFERRED SECURITIES OFFERED. The securities being offered are
2,000,000 % Trust Preferred Securities evidencing preferred undivided beneficial
interests in the assets of the Trust. Holders of the Trust Preferred Securities
will be entitled to receive cumulative cash distributions at an annual rate of
% of the liquidation amount of $25 per Trust Preferred Security, accruing
from the date of original issuance and payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year commencing on September 30,
1998 ("distributions"). Distributions payable for the first payment period will
be computed on the basis of days. The distribution rate and the distribution
and other payment dates for the Trust Preferred Securities will correspond to
the interest rate and interest and other payment dates on the Subordinated
Debentures, which, along with interest and principal payments received on the
Subordinated Debentures, will be the only assets of the Trust. As a result, if
principal or interest is not paid on the Subordinated Debentures, no amounts
will be paid on the Trust Preferred Securities. See "Risk Factors--Ranking of
Subordinate Obligations under the Guarantee and Subordinated Debentures" and
"Description of the Trust Preferred Securities."

SUBORDINATED DEBENTURES. The Trust will invest the proceeds from the
issuance of the Trust Securities in an equivalent amount of % Subordinated
Debentures of WPSR (the "Subordinated Debentures"). The Subordinated Debentures
will rank subordinate and junior in right of payment to all Senior Indebtedness
of WPSR. See "Description of the Subordinated Debentures--Subordination."

GUARANTEE. Payment of distributions out of moneys held by the Trust and
payments on liquidation of the Trust or the redemption of Trust Preferred
Securities, are guaranteed by WPSR (the "Guarantee") if and to the extent the
Trust has funds available therefor. If WPSR does not make principal or interest
payments on the Subordinated Debentures, the Trust will not have sufficient
funds to make distributions on the Trust Preferred Securities, in which event
the Guarantee shall not apply to such distribution until WPSR has made such
principal or interest payments therefor. See "Description of the Guarantee" and
"Effect of Obligations under the Subordinated Debentures and the Guarantee." The
obligations of WPSR under the Guarantee are unsecured and will be subordinate
and junior in right of payment to all existing and future Senior Indebtedness
(as defined herein) of WPSR. At March 31, 1998, Senior Indebtedness aggregated
approximately $23.1 million, including a guarantee of an $11.5 million
obligation of a WPSR subsidiary. WPSR's obligations under the Subordinated
Debentures will also be effectively subordinated to all existing and future
liabilities of WPSR's subsidiaries. At March 31, 1998, the aggregate liabilities
of the subsidiaries of WPSR (excluding intercompany liabilities) were
approximately $760 million (including approximately $283 million of WPSC first
mortgage bonds). See "Risk Factors--Ranking of Subordinate Obligations under the
Guarantee and Subordinated Debentures" and "Description of the Guarantee."

WPSR's obligations under the Guarantee, taken together with its back-up
undertakings, consisting of obligations of WPSR (including the obligation to pay
expenses of the Trust) as set forth in the Declaration, the Indenture (as
defined herein) and the Subordinated Debentures issued to the Trust, provide a
full and unconditional guarantee by WPSR of payments due on the Trust Preferred
Securities. The obligations of WPSR under the Guarantee are subordinate and
junior in right of payment to all other liabilities of WPSR and PARI PASSU with
the most senior preferred or preference stock, if any, hereafter issued by WPSR
and with any guarantee hereafter entered into by WPSR in respect of any
preferred or preference securities of any affiliate of

5
<PAGE>
WPSR. See "Effect of Obligations Under the Subordinated Debentures and the
Guarantee" herein and "Description of the Guarantee."

RIGHT TO DEFER INTEREST. WPSR has the right to defer payments of interest
on the Subordinated Debentures by extending the interest payment period on the
Subordinated Debentures, from time to time, for up to 20 consecutive quarters
(each, an "Extension Period"). No Extension Period, however, may extend beyond
the Maturity Date (as defined herein) of the Subordinated Debentures. If
interest payments on the Subordinated Debentures are so deferred, distributions
on the Trust Preferred Securities will also be deferred. During any Extension
Period, distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) as described herein. There could be multiple
Extension Periods of varying lengths during the term of the Subordinated
Debentures. During an Extension Period, holders of the Trust Preferred
Securities will be required to include deferred interest income allocated to
their Trust Preferred Securities in their gross income on a daily economic
accrual basis for United States federal income tax purposes (as original issue
discount ("OID")) even though the cash payments attributable thereto have not
been made. Unless and until WPSR elects to defer interest, it is expected that
holders of Trust Preferred Securities will report interest income under their
own regular method of accounting (e.g., cash or accrual basis). See "Risk
Factors--Option to Extend Interest Payment Period" and "--Tax Consequences of
Extension of Interest Payment Period," "Description of the Subordinated
Debentures--Option to Extend Interest Payment Period" and "United States Federal
Income Taxation--Original Issue Discount."

REDEMPTION. The Subordinated Debentures are redeemable by WPSR (in whole
or, from time to time, in part) on or after , 2003, or at any time,
in whole but not in part, upon the occurrence of a Tax Event (as defined herein)
or an Investment Company Event (as defined herein). If the Subordinated
Debentures are redeemed, the Trust must redeem Trust Securities having an
aggregate liquidation amount equal to the aggregate principal amount of the
Subordinated Debentures so redeemed at $25 per Trust Preferred Security plus
accrued and unpaid distributions thereon to the date fixed for redemption (the
"Redemption Price"). The outstanding Trust Preferred Securities will be redeemed
at the Redemption Price upon maturity of the Subordinated Debentures. The
Subordinated Debentures mature on (the "Stated Maturity"). See
"Description of the Trust Preferred Securities--Mandatory Redemption" and
"--Special Event Redemption."

RIGHT TO DISSOLVE THE TRUST. At any time, WPSR will have the right to
dissolve the Trust and, after satisfaction of liabilities to creditors of the
Trust as required by applicable law, cause the Subordinated Debentures to be
distributed to the holders of the Trust Securities in liquidation of the Trust.
If the Subordinated Debentures are distributed to the holders of the Trust
Securities, WPSR will use its best efforts to have the Subordinated Debentures
listed on the New York Stock Exchange or on such other exchange as the Trust
Preferred Securities are then listed. See "Description of the Trust Preferred
Securities--Distribution of the Subordinated Debentures."

In the event of any involuntary or voluntary liquidation, dissolution or
winding up of the Trust in which Subordinated Debentures are not distributed to
the holders of the Trust Preferred Securities, such holders will be entitled to
receive for each Trust Preferred Security, solely out of the assets of the Trust
available for distribution to such holders, after payment (or provision for
payment) of all liabilities to creditors, a liquidation amount of $25 plus
accrued and unpaid distributions thereon (including interest thereon) to the
date of payment. See "Description of the Trust Preferred Securities--Liquidation
Distribution upon Dissolution."

USE OF PROCEEDS. The proceeds from the sale of the Trust Preferred
Securities by the Trust will be invested in the Subordinated Debentures of WPSR.
WPSR expects to use the net proceeds from the sale of such Subordinated
Debentures to the Trust (i) to reduce short-term borrowings of WPSR principally
incurred to fund equity contributions by WPSR to its Subsidiaries and (ii) for
general corporate purposes. WPSR's short-term borrowings at June 9, 1998,
aggregate approximately $24.1 million bear, interest at a weighted average
interest rate of 5.48 percent and are due on or before June 19, 1998.

6
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following summary financial information should be read in conjunction
with the consolidated financial statements of WPSR and notes thereto included in
WPSR's Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
See "Incorporation of Certain Documents by Reference." The summary operating
results for each of the fiscal years in the five-year period ended December 31,
1997, are derived from the audited consolidated financial statements of WPSR.
The summary operating results for each of the three-month periods ended March
31, 1997 and March 31, 1998 have been derived from the unaudited consolidated
financial statements of WPSR and in the opinion of management include all
adjustments which are necessary to present fairly the operating results of WPSR
for the periods presented. All such adjustments are of a normal recurring
nature. The summary financial information for the three-month period ended March
31, 1998 is not necessarily indicative of the results to be expected for the
full year ending December 31, 1998.

<TABLE>
<CAPTION>
3 MONTHS ENDED
MARCH 31 YEARS ENDED DECEMBER 31,
---------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
UNAUDITED (DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME SUMMARY:
Operating revenues........... $ 276,809 $ 263,013 $ 878,340 $ 858,254 $ 719,848 $ 673,795 $ 680,632
Operating Income............. 30,935 33,270 100,089 100,821 108,407 105,811 116,851
Net income................... 17,101 18,235 53,742 47,755 55,343 52,691 58,889
</TABLE>

FIRST QUARTER 1998 RESULTS

RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 ARE SET FORTH BELOW:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
----------------------
1998 1997
---------- ----------
(THOUSANDS)
<S> <C> <C>
Operating revenues........................................................................ $ 276,809 $ 263,013
Operating expenses........................................................................ 245,874 229,743
---------- ----------
Operating income.......................................................................... 30,935 33,270
Other income.............................................................................. 2,333 1,183
Interest expense.......................................................................... 6,116 6,518
---------- ----------
Income before income taxes................................................................ 27,152 27,935
Income taxes.............................................................................. 9,485 9,203
Minority interest......................................................................... (212) (281)
Preferred stock dividends of subsidiary................................................... 778 778
---------- ----------
Net income................................................................................ $ 17,101 $ 18,235
</TABLE>

The 1998 three-month net-income was lower than that for the comparable
period of 1997 primarily due to reduced electric margins resulting from
implementation of a February 27, 1997, Public Service Commission of Wisconsin
rate order, decreased gas margins due to extremely mild weather in the first
quarter of 1998, and increased depreciation and decommissioning expenses.

PROPOSED MERGER

7
<PAGE>
waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976; (3) receipt by the parties of an opinion of counsel
that the merger qualifies as a tax-free transaction; (4) receipt by the parties
of appropriate assurances that the transaction will be accounted for as a
pooling of interests; and (5) the satisfaction of various other conditions. The
merger is expected to be completed in the second half of 1998. Upon satisfaction
of the foregoing conditions, UPEN will merge with and into WPSR, and Upper
Peninsula Power Company ("UPPCO"), UPEN's utility subsidiary, will become a
wholly-owned subsidiary of WPSR.

Under the terms of the merger agreement each of the 2,950,001 outstanding
shares of UPEN common stock (no par value) will be converted into 0.90 shares of
WPSR common stock ($1.00 par value), subject to adjustment for fractional
shares.

If the merger had been effective as of January 1, 1997, (i) the revenues and
net income of UPEN and its consolidated subsidiaries for 1997 would have
constituted 6.40% and 3.70%, respectively, of the combined consolidated revenues
and net income of WPSR and UPEN and their subsidiaries for 1997; (ii) the
utility plant assets of UPPCO at December 31, 1997, would have constituted
10.36% of the combined utility plant assets of UPPCO and WPSC at December 31,
1997; and (iii) the electric energy customers of UPPCO at December 31, 1997,
would have constituted 11.40% of the total electric energy customers of WPSC and
UPPCO at December 31, 1997.

8
<PAGE>
RISK FACTORS

Prospective purchasers of Trust Preferred Securities should consider
carefully all of the information contained in this Prospectus including the
information in the documents incorporated by reference and, in particular,
should evaluate the specific factors set forth below for risks involved with an
investment of the Trust Preferred Securities.

RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND SUBORDINATED
DEBENTURES

WPSR's obligations under the Guarantee are unsecured and will be subordinate
and junior in right of payment to all other liabilities of WPSR. The obligations
of WPSR under the Subordinated Debentures are subordinate and junior in right of
payment to all present and future Senior Indebtedness of WPSR and PARI PASSU
with obligations to or rights of WPSR's general unsecured creditors other than
holders of Senior Indebtedness. As of March 31, 1998, Senior Indebtedness
aggregated approximately $23.1 million, including a guarantee of an $11.5
million obligation of a WPSR subsidiary.

WPSR is a holding company whose assets consist principally of the stock in
its wholly owned subsidiaries. WPSC is the principal subsidiary of WPSR
accounting for 95% of WPSR's consolidated assets as of December 31, 1997 and 79%
of WPSR's consolidated revenues and all of its consolidated net income for 1997.
WPSR's rights and the rights of its creditors, including the holders of the
Subordinated Debentures, to participate in the assets of WPSC and the other
subsidiaries of WPSR upon the liquidation or recapitalization of WPSC or such
other subsidiaries or otherwise will be subject to the prior claims of the
creditors of WPSC or such other subsidiaries except to the extent that claims of
WPSR itself as a creditor of its subsidiaries may be recognized. At March 31,
1998, the aggregate liabilities of the subsidiaries of WPSR (excluding
intercompany liabilities) were approximately $760 million (including
approximately $283 million of WPSC first mortgage bonds).

There are no terms in the Trust Preferred Securities, the Subordinated
Debentures or the Guarantee that limit WPSR's ability to incur additional
indebtedness, including indebtedness that ranks senior to the Subordinated
Debentures and the Guarantee. See "Description of the Guarantee--Status of the
Guarantee" and "Description of the Subordinated Debentures--Subordination."

RIGHTS UNDER THE GUARANTEE

The Guarantee will be qualified as an indenture under the Trust Indenture
Act. State Street Bank and Trust Company will act as indenture trustee under the
Guarantee for the purposes of compliance with the provisions of the Trust
Indenture Act (the "Guarantee Trustee"). The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Trust Preferred Securities.

Pursuant to the Guarantee, WPSR guarantees to the holders of the Trust
Preferred Securities the payment of (i) any accrued and unpaid distributions
that are required to be paid on the Trust Preferred Securities, to the extent
the Trust has funds available therefor, (ii) the redemption price, including all
accrued and unpaid distributions with respect to the Trust Preferred Securities
called for redemption by the Trust, to the extent the Trust has funds available
therefor, and (iii) upon a voluntary or involuntary dissolution or winding-up of
the Trust (other than in connection with the distribution of Subordinated
Debentures to the holders of the Trust Preferred Securities or a redemption of
all the Trust Preferred Securities), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid distributions on the Trust
Preferred Securities to the date of the payment to the extent the Trust has
funds available therefor or (b) the amount of assets of the Trust remaining
available for distribution to holders of the Trust Preferred Securities in
liquidation of the Trust.

The holders of a majority in liquidation amount of the Trust Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee or to direct the
exercise of any trust or power conferred upon the Guarantee Trustee under the
Guarantee. Notwithstanding the foregoing, any holder of Trust Preferred
Securities may institute a legal proceeding directly against WPSR to enforce
such holder's rights under the Guarantee without first instituting a legal
proceeding against

9
<PAGE>
the Trust, the Guarantee Trustee or any other person or entity. If WPSR were to
default on its obligation to pay amounts payable on the Subordinated Debentures
or otherwise, the Trust would lack available funds for the payment of
distributions or amounts payable on redemption of the Trust Preferred Securities
or otherwise, and, in such event, holders of the Trust Preferred Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, holders of the Trust Preferred Securities would rely on the enforcement
(1) by the Property Trustee of its rights as registered holder of the
Subordinated Debentures against WPSR pursuant to the terms of the Subordinated
Debentures or (2) by such holders of their right against WPSR to enforce
payments on the Subordinated Debentures. See "Description of the Guarantee" and
"Description of the Subordinated Debentures." The declaration of trust for the
Trust provides that each holder of the Trust Preferred Securities, by acceptance
thereof, agrees to the provisions of the Guarantee, including the subordination
provisions thereof, and of the indenture pursuant to which the Subordinated
Debentures are being issued.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Trust Preferred Securities would rely on the
enforcement by the Property Trustee of its rights as a holder of the
Subordinated Debentures against WPSR. In addition, the holders of a majority in
liquidation amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration, including the
right to direct the Property Trustee to exercise the remedies available to it as
a holder of the Subordinated Debentures. If the Property Trustee fails to
enforce its rights with respect to the Subordinated Debentures held by the
Trust, any record holder of Trust Preferred Securities may, to the fullest
extent permitted by law, institute legal proceedings directly against WPSR to
enforce the Property Trustee's rights under the Subordinated Debentures without
first instituting any legal proceedings against the Property Trustee or any
other person or entity. In addition, if a Declaration Event of Default has
occurred and is continuing and such event is attributable to the failure of WPSR
to pay interest or principal on the Subordinated Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a record holder of Trust Preferred Securities may
directly institute a proceeding against WPSR for enforcement of payment to such
holder of the principal of or interest on the Subordinated Debentures having a
principal amount equal to the aggregate liquidation amount of the Trust
Preferred Securities held by such holder (a "Direct Action") on or after the
respective due dates specified in the Subordinated Debentures. In connection
with such Direct Action, WPSR will be subrogated to the rights of such record
holder of Trust Preferred Securities to the extent of any payment made by WPSR
to such holder of Trust Preferred Securities in such Direct Action. The record
holder in the case of the issuance of one or more global Trust Preferred
Securities certificates will be The Depository Trust Company or its nominee
acting at the direction of the beneficial owners of the Trust Preferred
Securities. See "Description of the Trust Preferred Securities--Declaration
Events of Default."

TRUST DISTRIBUTIONS DEPENDENT ON WPSR'S PAYMENTS ON SUBORDINATED DEBENTURES

The Trust's ability to make distributions and other payments on the Trust
Preferred Securities is entirely dependent upon WPSR making interest and other
payments on the Subordinated Debentures. If WPSR does not make payments on the
Subordinated Debentures for any reason, including as a result of WPSR's election
to defer the payment of interest on the Subordinated Debentures by extending the
interest payment period on the Subordinated Debentures, the Trust will not make
payments on the Trust Preferred Securities. In such an event, holders of the
Trust Preferred Securities would not be able to rely on the Guarantee because
distributions and other payments on the Trust Preferred Securities are subject
to the Guarantee only if and to the extent that the Trust has funds available
therefor. See "Description of the Guarantee--General" and "Effect of Obligations
under the Subordinated Debentures and the Guarantee."

10
<PAGE>
OPTION TO EXTEND INTEREST PAYMENT PERIOD

WPSR has the right under the Indenture to defer payments of interest on the
Subordinated Debentures by extending the interest payment period at any time,
and from time to time, on the Subordinated Debentures. As a consequence of such
an extension, quarterly distributions on the Trust Preferred Securities would be
deferred (but despite such deferral, to the extent permitted by law, would
continue to accrue, with interest thereon compounded quarterly) by the Trust
during any such extended interest payment period. WPSR has the right to defer
payments of interest on the Subordinated Debentures, from time to time, but no
Extension Period may be more than 20 consecutive calendar quarters or extend
beyond the Maturity Date (as defined herein) of the Subordinated Debentures.
There could be multiple Extension Periods of varying lengths during the term of
the Subordinated Debentures. WPSR covenants under the Indenture that in the
event that WPSR exercises its right to defer interest payments, then, prior to
the payment of all accrued interest on outstanding Subordinated Debentures, (a)
WPSR shall not declare or pay dividends on, or make a distribution with respect
to, or redeem, purchase or acquire, or make a liquidation payment with respect
to, any of its capital stock, (b) WPSR shall not, directly or indirectly, and
will not allow any of its subsidiaries to, make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by WPSR that rank PARI PASSU with or junior to the
Subordinated Debentures, and (c) WPSR shall not make guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that the restriction in clause (a) above does not apply (i) to
repurchases or acquisitions of common shares of WPSR as contemplated by any
employment arrangement, benefit plan or similar contract with or for the benefit
of employees, officers or directors entered into in the ordinary course of
business, (ii) to any purchase of WPSR common stock pursuant to the WPSR Stock
Investment Plan or WPSR Deferred Compensation Plan, as in effect immediately
prior to the date upon which WPSR gives notice of its election of such Extension
Period, (iii) as a result of an exchange or conversion of any class or series of
WPSR's capital stock for common shares, (iv) to the purchase of fractional
interests in shares of WPSR's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, provided that such capital stock or security was outstanding prior to
the date upon which WPSR gives notice of its election of such Extension Period,
or (v) to the payment of any stock dividend by WPSR where the dividend is paid
in the form of the same stock as that on which the dividend is paid. Prior to
the termination of any such Extension Period, WPSR may further extend the
interest payment period; provided that each Extension Period, if any, may not
exceed 20 consecutive calendar quarters or extend beyond the Maturity Date of
the Subordinated Debentures. Upon the termination of any Extension Period and
the payment of all amounts then due, WPSR may commence a new Extension Period,
subject to the above requirements. WPSR covenants that at the end of the
Extension Period, WPSR will pay all interest accrued and unpaid on the
Subordinated Debentures to the holders in whose names the Subordinated
Debentures are registered on the first record date after the end of the
Extension Period. WPSR has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the
Subordinated Debentures and views the exercise of such right during the term of
the Subordinated Debentures as unlikely. However, should WPSR determine to
exercise such right in the future, the market price of the Trust Preferred
Securities is likely to be adversely affected. See "Description of the Trust
Preferred Securities-- Distributions" and "Description of the Subordinated
Debentures--Option to Extend Interest Payment Period."

TAX CONSEQUENCES OF EXTENSION OF INTEREST PAYMENT PERIOD

Should WPSR exercise its right to defer payments of interest by extending
the interest payment period, each holder of Trust Preferred Securities will
accrue income (as original issue discount ("OID")) in respect of the deferred
interest allocable to its Trust Preferred Securities for United States federal
income tax purposes on a daily economic accrual basis. Such income will be
allocated but not distributed to holders of the Trust Preferred Securities. As a
result, each such holder of Trust Preferred Securities will recognize income for
United States federal income tax purposes in advance of the receipt of cash and
will not receive the cash from the Trust related to such income if such holder
disposes of its Trust Preferred Securities prior to the record date for the date
on which distributions of such amounts are made. A holder that disposes of its
Trust Preferred Securities during an Extension Period, therefore, might not
receive the same return on its investment as a holder that continues to

11
<PAGE>
hold its Trust Preferred Securities. In addition, as a result of the existence
of WPSR's right to defer interest payments, the market price of the Trust
Preferred Securities (which represent an undivided beneficial interest in the
Subordinated Debentures) may be more volatile than other securities on which OID
accrues that do not have such rights. See "United States Federal Income
Taxation--Original Issue Discount."

DISTRIBUTION OF THE SUBORDINATED DEBENTURES

At any time, WPSR will have the right to dissolve the Trust and, after
satisfaction of the liabilities to creditors of the Trust as required by
applicable law, cause the Subordinated Debentures to be distributed to the
holders of the Trust Preferred Securities in liquidation of the Trust. Under
current United States federal income tax law and interpretation and assuming, as
expected, that the Trust is treated as a grantor trust, a distribution of the
Subordinated Debentures should not be a taxable event to holders of the Trust
Preferred Securities. Should there be a change in law, a change in legal
interpretation, a Tax Event or other circumstances, however, the distribution
could be a taxable event to the holders of the Trust Preferred Securities. In
addition, a dissolution of the Trust in which holders of the Trust Preferred
Securities receive cash would be a taxable event to such holders. See "United
States Federal Income Taxation--Receipt of Subordinated Debentures or Cash upon
Dissolution of the Trust."

There can be no assurance as to the market prices for the Trust Preferred
Securities or the Subordinated Debentures that may be distributed in exchange
for Trust Preferred Securities if a dissolution or liquidation of the Trust were
to occur. Accordingly, the Trust Preferred Securities that an investor may
purchase, whether pursuant to the offer made hereby or in the secondary market,
or the Subordinated Debentures that a holder of Trust Preferred Securities may
receive on dissolution and liquidation of the Trust, may trade at a discount to
the price that the investor paid to purchase the Trust Preferred Securities
offered hereby. Because holders of Trust Preferred Securities may receive
Subordinated Debentures upon any election by WPSR to dissolve the Trust and
cause the Subordinated Debentures to be distributed to the holders of the Trust
Preferred Securities, prospective purchasers of Trust Preferred Securities are
also making an investment decision with regard to the Subordinated Debentures
and should review carefully all the information regarding the Subordinated
Debentures and WPSR contained in this Prospectus. See "Description of the Trust
Preferred Securities--Distribution of the Subordinated Debentures" and
"Description of the Subordinated Debentures."

PREPAYMENT CONSIDERATIONS; SPECIAL EVENT REDEMPTION

At the option of WPSR, the Subordinated Debentures may be redeemed, in whole
or in part, at any time on or after , 2003, at a redemption price
equal to 100% of the principal amount to be redeemed plus any accrued and unpaid
interest to the redemption date. See "Description of the Subordinated
Debentures-- Optional Redemption." Investors in the Trust Preferred Securities
should assume that WPSR will exercise its redemption option if WPSR is able to
refinance at a lower interest rate or it is otherwise in the interest of WPSR to
redeem the Subordinated Debentures. Upon the occurrence of a Tax Event (as
defined herein) or an Investment Company Act Event (as defined herein), even if
such event occurs before , 2003, WPSR will have the right to redeem
the Subordinated Debentures, in whole (but not in part), in which event the
Trust will redeem all outstanding Trust Securities. The outcome of a case
pending in the United States Tax Court could give rise to a Tax Event. See
"United States Federal Income Taxation--Classification of Subordinated
Debentures." If Subordinated Debentures are redeemed, the Trust must redeem
Trust Securities having an aggregate liquidation amount equal to the aggregate
principal amount of Subordinated Debentures so redeemed. See "Description of the
Trust Preferred Securities--Mandatory Redemption" and "--Special Events
Redemption."

LIMITED VOTING RIGHTS

Holders of Trust Preferred Securities will have only limited voting rights,
primarily in connection with directing the activities of the Property Trustee as
the holder of the Subordinated Debentures. Holders of Trust Preferred Securities
will not be entitled to vote to appoint, remove or replace, or to increase or
decrease the

12
<PAGE>
number of, the Trustees except that upon the occurrence and continuance of a
Declaration Event of Default, the right to remove and replace the Property
Trustee and the Delaware Trustee shall be vested solely in the holders of at
least a majority in aggregate liquidation amount of the outstanding Trust
Preferred Securities. Voting rights with respect to Trustee matters are
otherwise vested exclusively in the holder of the Common Securities. See
"Description of the Trust Preferred Securities--Voting Rights."

TRADING PRICE

The Trust Preferred Securities are expected to be listed on the New York
Stock Exchange. The Trust Preferred Securities are expected to trade at a price
that takes into account the value, if any, of accrued but unpaid distributions;
purchasers will not pay, and sellers will not receive, accrued and unpaid
distributions with respect to the Trust Preferred Securities that is not
included in the trading price thereof. A holder who disposes of his Trust
Preferred Securities between record dates for payments of distributions thereon
will be required to include accrued but unpaid interest on the Subordinated
Debentures through the date of disposition in income as ordinary income (I.E.,
OID), and to add such amount to his adjusted tax basis in his pro rata share of
the underlying Subordinated Debentures deemed disposed of. To the extent the
selling price is less than the holder's adjusted tax basis (which will include,
in the form of OID, all accrued but unpaid interest), a holder will recognize a
capital loss. Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States federal income tax purposes.
See "United States Federal Income Taxation--Original Issue Discount" and
"--Sales of Trust Preferred Securities."

The trading price of the Trust Preferred Securities is likely to be
sensitive to the level of interest rates generally. If interest rates rise in
general, the trading price of the Trust Preferred Securities may decline to
reflect the additional yield requirements of the purchasers. Conversely, a
decline in interest rates may increase the trading price of the Trust Preferred
Securities, although any increase will be moderated by WPSR's ability to call
the Subordinated Debentures at any time on or after , 2003 at a
redemption price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest.

ABSENCE OF PUBLIC MARKET FOR SECURITIES

Since the Trust Preferred Securities will be newly issued, there is no
current market for them. WPSR will apply for listing of the Trust Preferred
Securities on the New York Stock Exchange, but there can be no assurance that
the applicable listing requirements of such exchange will be met. There can be
no assurance that there will be an active trading market for the Trust Preferred
Securities.

13
<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED DIVIDEND REQUIREMENT

WPSR's consolidated ratios of earnings to fixed charges and earnings to
combined fixed charges and preferred dividend requirements were as follows for
the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31 FISCAL YEAR ENDED
------------- ------------------------------------------
1998 1997 1996 1995 1994
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................................ 4.99 3.91 3.67 4.18 4.19
Ratio of Earnings to Combined Fixed Charges and Preferred Dividend
Requirements.................................................... 4.20 3.33 3.10 3.53 3.51

1993
---------
<S> <C>
Ratio of Earnings to Fixed Charges................................ 4.45
Ratio of Earnings to Combined Fixed Charges and Preferred Dividend
Requirements.................................................... 3.70
</TABLE>

In computing the ratios, earnings represent consolidated income of WPSR and
its subsidiaries before interest expense, amortization of debt discount, premium
and expense, federal and state income taxes, and the allowance for borrowed
funds used during construction and the estimated interest component of rentals.
Fixed charges represent interest expense, amortization of debt discount, premium
and expense and the estimated interest component of rentals of WPSR and its
subsidiaries; and preferred stock dividends include total preferred stock
dividend requirements of WPSC increased to an amount representing the pre-tax
earnings required to cover such dividend requirements.

A statement setting forth the computation of the unaudited ratios of
earnings to fixed charges and earnings to combined fixed charges and preferred
dividends is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

14
<PAGE>
CAPITALIZATION

The following table sets forth the consolidated capitalization of WPSR and
its subsidiaries as of March 31, 1998, and as adjusted to give effect to the
issuance of the Trust Preferred Securities and the use of proceeds thereof. See
"Use of Proceeds." The table should be read in conjunction with the consolidated
financial statements and notes thereto of WPSR and its subsidiaries, included in
the documents incorporated by reference herein. See "Incorporation of Certain
Documents by Reference."

<TABLE>
<CAPTION>
AT MARCH 31, 1998
-----------------------
ACTUAL AS ADJUSTED
---------- -----------
($ THOUSANDS)
<S> <C> <C>
Long-term debt of subsidiaries:
WPSC First Mortgage Bonds.............................................................. $ 283,307 $ 283,307
Other.................................................................................. 21,154 21,154
---------- -----------
$ 304,461 $ 304,461

Company obligated mandatorily redeemable preferred securities of subsidiary trust........ 50,000
Preferred securities of subsidiary (WPSC) without mandatory redemption provisions........ 51,200 51,200
Common share equity:..................................................................... 482,959 482,959
---------- -----------
Total capitalization..................................................................... $ 838,620 $ 888,620
---------- -----------
---------- -----------
</TABLE>

- -------

(1) As described herein, the sole assets of the Trust will be the % Junior
Subordinated Deferrable Interest Debentures due of WPSR with a
principal amount of approximately $51,500,000, and upon redemption of such
debt, the Trust Preferred Securities will be mandatorily redeemable.

THE TRUST

WPSR Capital Trust I is a statutory business trust created under Delaware
law pursuant to a declaration of trust, dated as of June 9, 1998, and the filing
of a certificate of trust with the Secretary of State of the State of Delaware
on June 9, 1998. Such declaration will be amended and restated in its entirety
(as so amended and restated, the "Declaration") by execution of an Amended and
Restated Declaration of Trust, substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus is a part. The Declaration
will be qualified as an indenture under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). Upon issuance of the Trust Preferred
Securities, the purchasers thereof will own all of the Trust Preferred
Securities. See "Description of the Trust Preferred Securities." Simultaneously
with the issuance of the Trust Preferred Securities, WPSR will acquire Trust
Common Securities in an aggregate liquidation amount equal to at least 3% of the
total capital of the Trust. The Trust exists for the exclusive purposes of (i)
issuing the Trust Securities representing undivided beneficial interests in the
assets of the Trust, (ii) investing the gross proceeds of the Trust Securities
in the Subordinated Debentures and (iii) engaging in only those other activities
necessary or incidental thereto. The Trust has a term of approximately 55 years,
but may dissolve earlier as provided in the Declaration.

Pursuant to the Declaration, the number of Trustees will initially be four.
Under the Declaration, WPSR, as holder of a majority in liquidation amount of
the Trust Common Securities, will have the right to increase or decrease, from
time to time, the number of Trustees. The Declaration further provides, however,
that there must always be (i) one Trustee which is either a resident of the
State of Delaware or an entity which has its principal place of business in
Delaware (the "Delaware Trustee"), (ii) at least one Trustee who is an employee
or officer of, or is affiliated with, WPSR (an "Administrative Trustee"), and
(iii) one Trustee which is a financial institution with combined capital and
surplus of at least $50,000,000 and which acts as property trustee and as
indenture trustee for purposes of compliance with the Trust Indenture Act. The
same entity may serve as Delaware Trustee and Property Trustee. Initially, State
Street Bank and Trust Company, a Massachusetts trust company, will be the

15
<PAGE>
Property Trustee and First Union Trust Company, National Association, a national
banking association, will be the Delaware Trustee, in each case until removed or
replaced as provided in the Declaration. For purposes of compliance with the
provisions of the Trust Indenture Act, State Street Bank and Trust Company will
also act as trustee (the "Guarantee Trustee") under the Guarantee and as the
Debt Trustee (as defined herein) under the Indenture. See "Description of the
Guarantee" and "Description of the Trust Preferred Securities--Voting Rights."

The Property Trustee will hold title to the Subordinated Debentures for the
benefit of the holders of the Trust Securities, and the Property Trustee will
have the power to exercise all rights, powers and privileges of a holder of
Subordinated Debentures under the Indenture. In addition, the Property Trustee
will maintain exclusive control of a segregated non-interest bearing trust
account (the "Property Account") to hold all payments made in respect of the
Subordinated Debentures for the benefit of the holders of the Trust Securities.
The Property Trustee will make payments of distributions and payments on
liquidation, redemption and otherwise to the holders of the Trust Preferred
Securities out of funds from the Property Account. The Guarantee Trustee will
hold the Guarantee for the benefit of the holders of the Trust Preferred
Securities. WPSR, as the holder of all the Trust Common Securities, will have
the right (subject to the terms of the Declaration) to appoint, remove or
replace any Trustee and to increase or decrease the number of Trustees;
provided, that (i) if the Property Trustee does not have its principal place of
business in Delaware, the number of Trustees shall be at least three, and (ii)
there will always be at least one Administrative Trustee, one Property Trustee
which satisfies the requirements of the Trust Indenture Act, and one Trustee
who, if a natural person, is a resident of Delaware or, if not a natural person,
is an entity which has its principal place of business in Delaware, as required
under Chapter 38 of Title 12 of the Delaware Code, as amended, or any successor
legislation (the "Trust Act"). WPSR will pay all fees and expenses related to
the Trust and the offering of the Trust Preferred Securities. See "Description
of the Subordinated Debentures--Miscellaneous."

The rights of the holders of the Trust Preferred Securities, including
economic rights, rights to information and voting rights, are set forth in the
Declaration, the Trust Act and the Trust Indenture Act. See "Description of the
Trust Preferred Securities."

WPS RESOURCES CORPORATION

WPS Resources Corporation ("WPSR"), a Wisconsin corporation, was
incorporated on December 3, 1993, and operates as a holding company with both
regulated (utility) and non-regulated business units. WPSR has its principal
office at 700 North Adams Street, Green Bay, Wisconsin 54301.

WPSR's principal wholly owned subsidiary is WPSC, from which WPSR derived
79% of its consolidated revenues and all of its net income for 1997. WPSC is a
regulated public utility engaged in the generation, transmission, distribution
and sale of electric energy and in the distribution and sale of natural gas in
an 11,000 square mile service territory in northeastern and central Wisconsin
and an adjacent part of the upper peninsula of Michigan.

WPSR's principal nonregulated subsidiaries are ESI and PDI. ESI sells
electric energy, natural gas and alternate fuel products principally to
commercial, industrial and wholesale customers in the midwestern and eastern
United States. ESI also provides risk management and energy utilization
consulting services and energy management and project management services. PDI
develops and owns electric generation projects and provides services to the
electric power generation industry.

On July 10, 1997, WPSR announced an agreement to merge with Upper Peninsula
Energy Corporation ("UPEN"). The shareholders of UPEN approved the merger on
January 29, 1998. On May 27, 1998, the Federal Energy Regulatory Commission
issued an order approving the merger. The merger is also subject to (1) approval
by the SEC under the Public Utility Holding Company Act of 1935; (2) the
expiration or termination of the waiting period applicable to the merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (3) receipt by the
parties of an opinion of counsel that the merger qualifies as a tax-free
transaction; (4) receipt by the parties of appropriate assurances that the
transaction will be accounted for as a pooling of interests; and

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(5) the satisfaction of various other conditions. The merger is expected to be
completed in the second half of 1998. Upon satisfaction of the foregoing
conditions, UPEN will merge with and into WPSR, and Upper Peninsula Power
Company, UPEN's utility subsidiary, will become a wholly-owned subsidiary of
WPSR.

ACCOUNTING TREATMENT

The financial statements of the Trust will be consolidated with WPSR's
consolidated financial statements with the Trust Preferred Securities accounted
for and captioned in the consolidated balance sheet directly above shareholders'
equity.

USE OF PROCEEDS

The Trust will use all proceeds from the sale of the Trust Preferred
Securities to purchase the Subordinated Debentures from WPSR. WPSR intends to
use the net proceeds from the sale of the Subordinated Debentures (i) to reduce
short-term borrowings of WPSR principally incurred to fund equity contributions
by WPSR to its subsidiaries and (ii) for general corporate purposes. WPSR's
short-term borrowings at June 9, 1998 aggregate approximately $24.1 million,
bear interest at a weighted average interest rate of 5.48 percent and are due on
or before June 19, 1998.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES

The Trust Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Property Trustee, State Street Bank and Trust Company, will
act as indenture trustee under the Declaration for purposes of compliance with
the provisions of the Trust Indenture Act. The terms of the Trust Preferred
Securities will include those stated in the Declaration (including the annex and
exhibits thereto), and those required to be made part of the Declaration by the
Trust Indenture Act. The following summary of the principal terms and provisions
of the Trust Preferred Securities does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the Declaration (a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part), the Trust Act and the Trust Indenture Act.

GENERAL

The Declaration authorizes the Trust to issue the Trust Securities, which
represent undivided beneficial interests in the assets of the Trust. The Trust
Common Securities will have equivalent terms to and will rank PARI PASSU, and
payments will be made thereon on a pro rata basis, with the Trust Preferred
Securities, except that upon the occurrence and during the continuance of a
Declaration Event of Default (as defined herein), the rights of the holders of
the Trust Common Securities to receive payment of periodic distributions and
payments upon liquidation, redemption and otherwise will be subordinated to the
rights of the holders of the Trust Preferred Securities. In addition, unless a
Declaration Event of Default has occurred and is continuing, holders of the
Trust Common Securities have the exclusive right (subject to the terms of the
Declaration) to appoint, remove or replace any of the Trustees. All of the Trust
Common Securities will be directly or indirectly owned by WPSR.

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The Declaration does not permit the issuance by the Trust of any securities
other than the Trust Securities or the incurrence of any indebtedness by the
Trust. Pursuant to the Declaration, the Property Trustee will hold the
Subordinated Debentures purchased by the Trust for the benefit of the holders of
the Trust Preferred Securities. The payment of distributions out of money held
by the Trust, and payments upon redemption of the Trust Preferred Securities or
liquidation of the Trust, will be guaranteed by WPSR to the extent described
under "Description of the Guarantee." The Guarantee, when taken together with
the back-up undertakings, consisting of obligations of WPSR (including the
obligation to pay expenses of the Trust) set forth in the Declaration, the
Indenture and the Subordinated Debentures issued to the Trust, provide a full
and unconditional guarantee by WPSR of the Trust Preferred Securities. The
Guarantee will be held by State Street Bank and Trust Company, the Guarantee
Trustee, for the benefit of the holders of the Trust Preferred Securities. The
Guarantee only covers payment of distributions when WPSR has made the
corresponding payment of interest or principal on the Subordinated Debentures
held by the Trust. In the absence of such payment of interest or principal, the
remedy of a holder of Trust Preferred Securities is to vote to direct the
Property Trustee to enforce the Property Trustee's rights as the holder of the
Subordinated Debentures or, under certain circumstances, to take direct action
against WPSR. See "--Declaration Events of Default, "--Voting Rights,"
"Description of the Guarantee" and "Effect of Obligations under the Subordinated
Debentures and the Guarantee."

The Company and the Trust will agree to treat the Subordinated Debentures as
indebtedness for all United States federal income tax purposes and, by
acceptance of the Trust Preferred Securities, each holder covenants to treat the
Subordinated Debentures as indebtedness and the Trust Preferred Securities as
evidence of an indirect undivided beneficial interest in the Subordinated
Debentures.

DISTRIBUTIONS

Distributions on the Trust Preferred Securities will be fixed at a rate per
annum of % of the stated liquidation amount of $25 per Trust Preferred
Security. Distributions in arrears for more than one quarter will (to the extent
permitted by applicable law) bear interest thereon from and including the last
day of such quarter at the rate per annum of % thereof compounded quarterly.
The term "distributions" as used herein includes any such interest payable
unless otherwise stated. The amount of distributions payable for any period will
be computed on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full quarter, on the basis of the actual number of days
elapsed in such 90-day quarter.

Distributions on the Trust Preferred Securities will be cumulative, will
accrue from the date of original issuance, and will be payable quarterly in
arrears on March 31, June 30, September 30, and December 31 of each year,
commencing September 30, 1998, when, as and if available for payment, and will
be made by the Property Trustee, except as otherwise described below.

WPSR has the right under the Indenture to defer payments of interest on the
Subordinated Debentures by extending the interest payment period from time to
time on the Subordinated Debentures, which right, if exercised, would defer
quarterly distributions on the Trust Preferred Securities (although to the
extent permitted by law, such distributions would continue to accrue with
interest since interest would continue to accrue on the Subordinated Debentures)
during any such Extension Period. WPSR has the right to defer payments of
interest on the Subordinated Debentures, from time to time, for up to 20
consecutive calendar quarters, provided that no Extension Period may extend
beyond the Maturity Date of the Subordinated Debentures. There could be multiple
Extension Periods of varying lengths during the term of the Subordinated
Debentures. WPSR covenants under the Indenture that in the event that WPSR
exercises this right, then during any Extension Period (a) WPSR shall not
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock, (b) WPSR shall not, directly or indirectly, and shall not allow
any of its subsidiaries to, make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities issued by WPSR
that rank PARI PASSU with or junior to the Subordinated Debentures, and (c) WPSR
shall not make any guarantee payments with respect to the foregoing; provided,
however, that the restriction in clause (a) above does not apply (i) to
repurchases or acquisitions of common shares of WPSR as contemplated by any
employment arrangement,

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benefit plan or similar contract with or for the benefit of employees, officers
or directors entered into in the ordinary course of business, (ii) to
repurchases of common shares of WPSR as contemplated by the WPSR Stock
Investment Plan or Deferred Compensation Plan, as in effect immediately prior to
the date upon which WPSR gives notice of its election of such Extension Period,
(iii) as a result of an exchange or conversion of any class or series of capital
stock of WPSR for common shares of WPSR, provided that such class or series of
capital stock of WPSR was outstanding prior to the date upon which WPSR gives
notice of its election of such Extension Period, (iv) to the purchase of
fractional interests in shares of capital stock of WPSR pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged or (v) to the payment of any stock dividend by WPSR where
the dividend is paid in the form of the same stock as that on which the dividend
is being paid. Prior to the termination of any such Extension Period, WPSR may
further extend the interest payment period; provided that each Extension Period,
if any, may not exceed 20 consecutive calendar quarters and may not extend
beyond the Maturity Date of the Subordinated Debentures. Upon the termination of
any Extension Period and the payment of all amounts then due, WPSR may commence
a new Extension Period, subject to the above requirements. See "Description of
the Subordinated Debentures--Interest" and "--Option to Extend Interest Payment
Period." If distributions are deferred, the deferred distributions and accrued
interest thereon shall be paid to holders of record of the Trust Preferred
Securities as they appear on the books and records of the Trust on the record
date next following the termination of such deferral period.

Distributions on the Trust Preferred Securities must be paid on the dates
payable to the extent that the Trust has funds available for the payment of such
distributions in the Property Account. The Trust's funds available for
distribution to the holders of the Trust Preferred Securities will be limited to
payments received from WPSR on the Subordinated Debentures. See "Description of
the Subordinated Debentures." The payment of distributions out of moneys held by
the Trust is guaranteed by WPSR to the extent set forth under "Description of
the Guarantee." The Guarantee, when taken together with the back-up
undertakings, consisting of obligations of WPSR (including the obligation to pay
expenses of the Trust) as set forth in the Declaration, the Indenture and the
Subordinated Debentures issued to the Trust, provides a full and unconditional
guarantee by WPSR of the Trust Preferred Securities.

Distributions on the Trust Preferred Securities will be payable to the
holders thereof as they appear on the books and records of the Trust on the
relevant record dates, which, as long as the Trust Preferred Securities remain
in global form, will be one Business Day (as defined below) prior to the
relevant payment dates. Such distributions will be paid through the Property
Trustee who will hold amounts received in respect of the Subordinated Debentures
in the Property Account for the benefit of the holders of the Trust Preferred
Securities. Subject to any applicable laws and regulations and the provisions of
the Declaration, each such payment will be made as described under "--Book-Entry
Issuance--The Depository Trust Company." In the event that the Trust Preferred
Securities do not continue to remain in global form, the relevant record dates
for the Trust Preferred Securities shall conform to the rules of any securities
exchange on which the securities are listed and, if none, shall be selected by
the Administrative Trustees, which dates shall be at least one Business Day but
less than 60 Business Days prior to the relevant payment dates. Distributions
payable on any Trust Preferred Securities that are not punctually paid on any
distribution payment date, as a result of WPSR's having failed to make a payment
under the Subordinated Debentures, will cease to be payable to the person in
whose name such Trust Preferred Securities are registered on the relevant record
date, and such defaulted distribution will instead be payable to the person in
whose name such Trust Preferred Securities are registered on the special record
date or other specified date determined in accordance with the Declaration. In
the event that any date on which distributions are to be made on the Trust
Preferred Securities is not a Business Day, then payment of the distributions
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. A "Business Day" shall
mean any day other than a day on which state or federal banking institutions in
New York, New York or Boston, Massachusetts, are authorized or required by law
to close.

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MANDATORY REDEMPTION

The Subordinated Debentures will mature on , , and may be
redeemed, in whole or in part, at any time on or after , 2003, or at
any time in whole (but not in part) upon the occurrence of a Tax Event or an
Investment Company Event. See "Description of the Subordinated Debentures." Upon
the repayment of the Subordinated Debentures, whether at maturity or upon
redemption, the proceeds from such repayment or redemption shall simultaneously
be applied to redeem Trust Securities having an aggregate liquidation amount
equal to the aggregate principal amount of the Subordinated Debentures so repaid
or redeemed at the Redemption Price; provided that, except in the case of
payments at maturity of the Subordinated Debentures, holders of Trust Securities
shall be given not less than 30 nor more than 60 days notice of such redemption.
See "Description of the Subordinated Debentures--Optional Redemption." In the
event that fewer than all of the outstanding Trust Securities are to be
redeemed, the Trust Securities will be redeemed pro rata to each holder
according to the aggregate liquidation amount of Trust Securities held by the
relevant holder in relation to the aggregate liquidation amount of all Trust
Securities outstanding. See "--Book-Entry Issuance--The Depository Trust
Company" for a description of procedures of The Depository Trust Company in the
event of redemption.

SPECIAL EVENT REDEMPTION

If, at any time, a Tax Event or Investment Company Event (each a "Special
Event"), shall occur and be continuing, WPSR shall have the right, upon not less
than 30 nor more than 60 days notice, to redeem the Subordinated Debentures, in
whole (but not in part), for cash within 90 days following the occurrence of
such Special Event, and, following such redemption, all Trust Securities shall
be redeemed by the Trust at the Redemption Price.

"Tax Event" means that the Administrative Trustees shall have received an
opinion of an independent tax counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(b) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Trust Preferred Securities, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days after the date thereof,
subject to United States federal income tax with respect to interest accrued or
received on the Subordinated Debentures, (ii) the Trust is, or will be within 90
days after the date thereof, subject to more than a de minimis amount of taxes,
duties or other governmental charges, or (iii) interest payable to the Trust on
the Subordinated Debentures is not, or within 90 days of the date thereof, will
not be deductible, in whole or in part, by WPSR for United States federal income
tax purposes.

"Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act") to the effect that the Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), which Change in 1940 Act
becomes effective on or after the date of original issuance of the Trust
Preferred Securities.

REDEMPTION PROCEDURES

The Trust may not redeem fewer than all of the outstanding Trust Preferred
Securities (i) unless all accrued and unpaid distributions have been paid on all
Trust Preferred Securities for all quarterly distribution periods terminating on
or prior to the date of redemption or (ii) if such redemption would result in
the delisting of the Trust Preferred Securities from any national securities
exchange or other organization on which the Trust Preferred Securities are then
listed.

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If the Trust gives a notice of redemption in respect of Trust Preferred
Securities (which notice will be irrevocable), then, by 12:00 noon, New York
City time, on the redemption date, provided that WPSR has paid to the Property
Trustee a sufficient amount of cash in connection with the related redemption or
maturity of the Subordinated Debentures, the Trust will irrevocably deposit with
the Depositary (as defined herein) funds sufficient to pay the Redemption Price
and will give the Depositary irrevocable instructions and authority to pay the
Redemption Price to the Beneficial Owners (as defined herein) of the Trust
Preferred Securities. See "--Book-Entry Issuance--The Depository Trust Company."
If notice of redemption shall have been given and funds deposited as required,
then, immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue and all rights of holders of such Trust
Preferred Securities so called for redemption will cease, except the right of
the holders of such Trust Preferred Securities to receive the Redemption Price
but without interest on such Redemption Price. In the event that any date fixed
for redemption of Trust Preferred Securities is not a Business Day, then payment
of the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day (without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day. In
the event that WPSR fails to repay the Subordinated Debentures on maturity or
payment of the Redemption Price in respect of Trust Preferred Securities is
improperly withheld or refused and not paid either by the Trust, or by WPSR
pursuant to the Guarantee, distributions on such Trust Preferred Securities will
continue to accrue at the then applicable rate from the original redemption date
to the date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.

In the event that fewer than all of the outstanding Trust Preferred
Securities are to be redeemed, the Trust Preferred Securities will be redeemed
as described under "--Book-Entry Issuance--The Depository Trust Company."

If a partial redemption of the Trust Preferred Securities would result in
the delisting of the Trust Preferred Securities by a national securities
exchange or other organization on which the Trust Preferred Securities are then
listed, WPSR, pursuant to the Indenture, will only redeem the Subordinated
Debentures in whole and, as a result, the Trust may only redeem the Trust
Preferred Securities in whole.

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), WPSR or its subsidiaries may at any
time, and from time to time, purchase outstanding Trust Preferred Securities by
tender, in the open market or by private agreement.

DISTRIBUTION OF THE SUBORDINATED DEBENTURES

At any time, WPSR will have the right to dissolve the Trust and, after
satisfaction of the liabilities to creditors of the Trust as required by
applicable law, cause the Subordinated Debentures to be distributed to the
holders of the Trust Securities in liquidation of the Trust. Under current
United States federal income tax law and interpretation and assuming, as
expected, that the Trust is treated as a grantor trust, a distribution of the
Subordinated Debentures should not be a taxable event to holders of the Trust
Preferred Securities. Should there be a change in law, a change in legal
interpretation, a Tax Event or Investment Company Event or other circumstances,
however, the distribution could be a taxable event to the holders of the Trust
Preferred Securities. See "United States Federal Income Taxation--Receipt of
Subordinated Debentures or Cash upon Dissolution of the Trust."

If the Subordinated Debentures are distributed to the holders of the Trust
Preferred Securities, WPSR will use its best efforts to cause the Subordinated
Debentures to be listed on the New York Stock Exchange or on such other exchange
as the Trust Preferred Securities are then listed.

After the date for any distribution of Subordinated Debentures upon
dissolution of the Trust, (i) the Trust Preferred Securities will no longer be
deemed to be outstanding, (ii) the Depositary or its nominee as the record
holder of the Trust Preferred Securities will receive a registered global
certificate or certificates representing the Subordinated Debentures to be
delivered upon such distribution and (iii) any securities representing Trust

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Preferred Securities not held by the Depositary or its nominee will be deemed to
represent Subordinated Debentures having a principal amount equal to the stated
liquidation amount of such Trust Preferred Securities and bearing accrued and
unpaid interest in an amount equal to the accrued and unpaid distributions on
such Trust Preferred Securities until such certificates are presented to the
Property Trustee for transfer or reissuance.

There can be no assurance as to the market prices for either the Trust
Preferred Securities or the Subordinated Debentures that may be distributed in
exchange for the Trust Preferred Securities if a dissolution and liquidation of
the Trust were to occur. Accordingly, the Trust Preferred Securities that an
investor may purchase, whether pursuant to the offer made hereby or in the
secondary market, or the Subordinated Debentures that an investor may receive if
a dissolution and liquidation of the Trust were to occur, may trade at a
discount to the price that the investor paid to purchase the Trust Preferred
Securities offered hereby.

SUBORDINATION OF COMMON TRUST SECURITIES

Payment of distributions on, and the Redemption Price of, the Trust
Securities, as applicable, shall be made pro rata based on the respective
aggregate liquidation amounts of the Trust Securities, provided that if a
Declaration Event of Default has occurred and is continuing, no payment of any
distribution on, or Redemption Price of, any of the Trust Common Securities and
no other payment on account of the liquidation of the Trust Common Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
distributions on all of the outstanding Trust Preferred Securities for all
distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price, the full amount of such Redemption Price on all of the
outstanding Trust Preferred Securities then being redeemed, shall have been made
or provided for.

WPSR as the holder of the Trust Common Securities will be deemed to waive
any Declaration Event of Default with respect to the Trust Common Securities and
its consequences until all Declaration Events of Default with respect to the
Trust Preferred Securities have been cured, waived or otherwise eliminated.
Until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the holders
of the Trust Preferred Securities, and only holders of the Trust Preferred
Securities will have the right to direct the Property Trustee in accordance with
the terms of the Trust Securities.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Trust (each, a "Liquidation"), holders of the Trust Preferred
Securities will be entitled to receive out of the assets of the Trust, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, distributions in an amount equal to the aggregate of the stated liquidation
amount of $25 per Trust Preferred Security plus accrued and unpaid distributions
thereon to the date of payment (the "Liquidation Distribution"), unless, in
connection with such Liquidation, Subordinated Debentures in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and accrued and unpaid
interest equal to accrued and unpaid distributions on, the Trust Preferred
Securities have been distributed on a pro rata basis to the holders of the Trust
Preferred Securities in exchange for such Trust Preferred Securities. WPSR
covenants not to cause or permit the dissolution, winding-up or termination of
the Trust, except in connection with such a distribution of the Subordinated
Debentures or certain mergers, consolidations or amalgamations or as otherwise
required by the Declaration. See "Description of the Subordinated
Debentures--Certain Covenants of WPSR."

If, upon any such Liquidation, the Liquidation Distribution can be paid only
in part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Trust Preferred Securities shall be paid on a pro rata basis. The
holders of the Trust Common Securities will be entitled to receive distributions
upon any such liquidation pro rata with the holders of the Trust Preferred
Securities, except that if a Declaration Event of Default has occurred and is
continuing,

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the Trust Preferred Securities shall have a preference over the Trust Common
Securities with regard to such distributions.

The Guarantee, when taken together with the back-up undertakings, consisting
of obligations of WPSR (including the obligation to pay expenses of the Trust)
as set forth in the Declaration, the Indenture and the Subordinated Debentures
issued to the Trust, provide a full and unconditional guarantee by WPSR of the
Trust Preferred Securities.

DISSOLUTION

Pursuant to the Declaration, the Trust shall dissolve upon the earliest of
(i) June 9, 2053, (ii) the bankruptcy of the Sponsor, (iii) the filing of
articles of dissolution or their equivalent with respect to the Sponsor, the
receipt by the Trustees of the consent of the holders of at least a majority in
liquidation amount of the Trust Securities to the dissolution of the Trust, or
the revocation of the articles of incorporation of the Sponsor and the
expiration of 90 days after the date of revocation without a reinstatement
thereof, (iv) at the election of the Sponsor (which election is optional and
wholly within the discretion of the Sponsor), upon satisfaction of the
liabilities of creditors of the Trust as required by applicable law, provided
that all of the Subordinated Debentures shall have been distributed to holders
of the Trust Securities in liquidation of the Trust, (v) the entry of a decree
of a judicial dissolution of the holder of the Trust Common Securities, the
Sponsor or the Trust, (vi) the redemption of all the Trust Securities or (vii)
the time when all of the Administrative Trustees and the Sponsor shall have
consented to the dissolution of the Trust, provided such action is taken before
the issuance of any Trust Securities. As soon as practicable after the
occurrence of any of the foregoing events and completion of the winding up of
the affairs of the Trust, the Trustees shall file a certificate of cancellation
with the Secretary of State of the State of Delaware.

DECLARATION EVENTS OF DEFAULT

An event of default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"); provided, that pursuant to the
Declaration, the holder of the Trust Common Securities will be deemed to have
waived any Declaration Event of Default with respect to the Trust Common
Securities until all Declaration Events of Default with respect to the Trust
Preferred Securities have been cured, waived or otherwise eliminated. Until such
Declaration Event of Default with respect to the Trust Preferred Securities has
been so cured, waived, or otherwise eliminated, the Property Trustee will be
deemed to be acting solely on behalf of the holders of the Trust Preferred
Securities and only the holders of the Trust Preferred Securities will have the
right to direct the Property Trustee with respect to certain matters under the
Declaration, and therefore the Indenture.

Upon the occurrence of an Indenture Event of Default, the Property Trustee,
as the sole holder of the Subordinated Debentures, will have the right under the
Indenture to declare the principal of and interest on the Subordinated
Debentures to be immediately due and payable. The principal amount of the
Subordinated Debentures will become immediately due and payable, without any
declaration or other action by the Property Trustee or any other person, upon
the occurrence of certain Indenture Events of Default relating to the voluntary
or involuntary bankruptcy of WPSR. Each of WPSR and the Administrative Trustees,
on behalf of the Trust, are required to file annually with the Property Trustee
an officer's certificate as to the compliance of WPSR and the Trust with all
conditions and covenants under the Declaration.

If the Property Trustee fails to enforce its rights with respect to the
Subordinated Debentures held by the Trust, any record holder of Trust Preferred
Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against WPSR to enforce the Property Trustee's rights under
such Subordinated Debentures without first instituting any legal proceedings
against such Property Trustee or any other person or entity. In addition, if a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of WPSR to pay interest, principal or other required
payments on the Subordinated Debentures issued to the Trust on the date such
interest, principal or other payment is otherwise payable, then a record holder
of Trust Preferred Securities may institute a proceeding directly against WPSR
for enforcement of payment on the

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Subordinated Debentures on or after the respective due dates specified in the
Subordinated Debentures having a principal amount equal to the aggregate
liquidation amount of the Trust Preferred Securities held by such holder. In
connection with such Direct Action, WPSR will be subrogated to the rights of
such record holder of Trust Preferred Securities to the extent of any payment
made by WPSR to such record holder of Trust Preferred Securities. The record
holder in the case of the issuance of one or more global Trust Preferred
Securities certificates will be The Depository Trust Company or its nominee
acting at the direction of the beneficial owners of the Trust Preferred
Securities.

VOTING RIGHTS

Except as described herein, under the Trust Act, the Trust Indenture Act and
under "Description of the Guarantee--Modification of the Guarantee; and
Assignment" and as otherwise required by law and the Declaration, the holders of
the Trust Preferred Securities will have no voting rights.

Subject to the requirement of the Property Trustee obtaining a tax opinion
in certain circumstances set forth in the last sentence of this paragraph, the
holders of a majority in aggregate stated liquidation amount of the Trust
Preferred Securities have the right to (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or
exercising of any trust or power conferred upon the Property Trustee under the
Declaration including directing the time, method and place of conducting any
proceeding for any remedy available to the Debt Trustee, or exercising any trust
or power conferred on the Debt Trustee, with respect to the Debentures, (ii)
waive any past Indenture Event of Default and its consequences that are waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Subordinated Debentures shall be due and payable
or (iv) consent to any amendment, modification or termination of the Indenture
or the Subordinated Debentures, where such consent shall be required; provided,
however, that, where a consent or action under the Indenture would require the
consent or act of the holders of greater than a majority in principal amount of
Subordinated Debentures affected thereby (a "Super-Majority"), the Property
Trustee may only give such consent or take such action at the written direction
of the holders of at least the proportion in liquidation amount of the Trust
Preferred Securities which the relevant Super-Majority represents of the
aggregate principal amount of the Subordinated Debentures outstanding. The
Property Trustee shall not take any of the actions described in clauses (i),
(ii), (iii) or (iv) above unless the Property Trustee has obtained an opinion of
tax counsel to the effect that, notwithstanding such action, the Trust will be
classified as a grantor trust for United States federal income tax purposes.

In the event the consent of the Property Trustee, as the holder of the
Subordinated Debentures, is required under the Indenture with respect to any
amendment, modification or termination of the Indenture, the Property Trustee
shall request the direction of the holders of the Trust Securities with respect
to such amendment, modification or termination and shall vote with respect to
such amendment, modification or termination as directed by the holders of a
majority in stated liquidation amount of the Trust Securities voting together as
a single class; provided, however, that where a consent under the Indenture
would require the consent of a Super-Majority, the Property Trustee may only
give such consent at the direction of the holders of at least the proportion in
liquidation amount of the Trust Securities which the relevant Super-Majority
represents of the aggregate principal amount of the Subordinated Debentures
outstanding. The Property Trustee shall not take any such action in accordance
with the directions of the holders of the Trust Securities unless the Property
Trustee has obtained an opinion of tax counsel to the effect that,
notwithstanding such action, the Trust will be classified as a grantor trust for
the purposes of United States federal income tax.

A waiver of an Indenture Event of Default will constitute a waiver of the
corresponding Declaration Event of Default.

Any required approval or direction of holders of Trust Preferred Securities
may be given at a separate meeting of holders of Trust Preferred Securities
convened for such purpose, at a meeting of all of the holders of Trust
Securities or pursuant to written consent. The Administrative Trustees will
cause a notice of any meeting at which holders of Trust Preferred Securities are
entitled to vote, or of any matter upon which action by written

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consent of such holders is to be taken, to be mailed to each holder of record of
Trust Preferred Securities. Each such notice will include a statement setting
forth the following information: (i) the date of such meeting or the date by
which such action is to be taken; (ii) a description of any resolution proposed
for adoption at such meeting on which such holders are entitled to vote or of
such matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the holders of Trust
Preferred Securities will be required for the Trust to redeem and cancel Trust
Preferred Securities or distribute Subordinated Debentures in accordance with
the Declaration.

Notwithstanding that holders of Trust Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the Trust
Preferred Securities that are owned at such time by WPSR or any entity directly
or indirectly controlling or controlled by, or under direct or indirect common
control with, WPSR, shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if such Trust Preferred
Securities were not outstanding.

The procedures by which holders of Trust Preferred Securities may exercise
their voting rights while the Trust Preferred Securities are held of record by
The Depository Trust Company or its nominee are described below. See
"--Book-Entry Issuance--The Depository Trust Company."

Holders of the Trust Preferred Securities will have no rights to appoint or
remove the Trustees, who may be appointed, removed or replaced solely by WPSR as
the holder of all of the Trust Common Securities provided, however, if a
Declaration Event of Default has occurred and is continuing then the Property
Trustee and the Delaware Trustee may not be removed and replaced by WPSR but may
be removed and replaced by the holders of at least a majority in aggregate
liquidation amount of the outstanding Trust Preferred Securities.

MODIFICATION OF THE DECLARATION

The Declaration may be modified and amended if approved by the
Administrative Trustees (and in certain circumstances the Property Trustee),
provided that, if any proposed amendment provides for, or the Administrative
Trustees otherwise propose to effect, (i) any action that would materially
adversely affect the powers, preferences or special rights of the holders of
Trust Securities, whether by way of amendment to the Declaration or otherwise or
(ii) the dissolution, winding-up or termination of the Trust other than pursuant
to the terms of the Declaration, then the holders of the Trust Securities voting
together as a single class will be entitled to vote on such amendment or
proposal, and such amendment or proposal shall not be effective except with the
approval of at least a majority in liquidation amount of the Trust Securities
affected thereby; provided, however, that a reduction of the aggregate
liquidation amount or the distribution rate or a change in the terms governing
the payment dates or maturities of the Trust Preferred Securities shall not be
permitted without the consent of each holder of the Trust Preferred Securities;
and provided further that, if any amendment or proposal referred to in clause
(i) above would materially adversely affect only the Trust Preferred Securities
or the Trust Common Securities, then only the affected class will be entitled to
vote on such amendment or proposal, and such amendment or proposal shall not be
effective except with the approval of a majority in liquidation amount of such
class of Trust Securities.

Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause the Trust to
be classified for purposes of United States federal income taxation as other
than a grantor trust, (ii) reduce or otherwise materially adversely affect the
powers of the Property Trustee in contravention of the Trust Indenture Act or
(iii) cause the Trust to be deemed an "investment company" which is required to
be registered under the 1940 Act.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below or as otherwise described in the Declaration. The Trust may,
with the consent of the Administrative Trustees and without the consent of the
holders of the Trust Securities or the Property Trustee, consolidate,

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amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State of the United States; provided, that (i) if the
Trust is not the survivor, such successor entity either (x) expressly assumes
all of the obligations of the Trust under the Trust Securities or (y)
substitutes for each class of Trust Securities other securities having
substantially the same terms as the Trust Securities of such class (the
"Successor Securities"), so long as each class of the Successor Securities rank
the same as the Trust Securities of such class rank with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) WPSR
expressly acknowledges a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of the Subordinated
Debentures, (iii) the Trust Preferred Securities or any Successor Securities
thereof are listed, or any Successor Securities thereof will be listed upon
notification of issuance, on any national securities exchange or with another
organization on which the Trust Preferred Securities are then listed or quoted,
(iv) such merger, consolidation, amalgamation or replacement does not cause the
Trust Preferred Securities (including any Successor Securities thereof) to be
downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, amalgamation or replacement does not adversely
affect the rights, preferences and privileges of the holders of the Trust
Securities (including any Successor Securities) in any material respect (other
than with respect to any dilution of the holders' interest in the new entity),
(vi) such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation or replacement,
WPSR has received an opinion of an independent counsel to the Trust experienced
in such matters to the effect that, (A) such merger, consolidation, amalgamation
or replacement does not adversely affect the rights, preferences and privileges
of the holders of the Trust Securities (including any Successor Securities) in
any material respect (other than with respect to any dilution of the holders'
interest in the new entity), (B) following such merger, consolidation,
amalgamation or replacement, neither the Trust nor such successor entity will be
required to register as an investment company under the 1940 Act and (C) the
Trust will continue to be classified as a grantor trust for federal income tax
purposes, and (viii) WPSR guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100 percent in liquidation amount of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it, if such consolidation, amalgamation, merger or replacement would
cause the Trust or the Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

EXPENSES AND TAXES

In the Indenture, WPSR has agreed to pay all costs and expenses of the Trust
(including costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities, the fees and expenses of
the Trustees and the costs and expenses relating to the operation of the Trust)
and to pay any and all taxes and all costs and expenses with respect thereto
(other than withholding taxes of the United States or any state thereof) to
which the Trust might become subject. The foregoing obligations of WPSR under
the Indenture are for the benefit of, and shall be enforceable by, any person to
whom any such costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice thereof. Any such Creditor may enforce such
obligations of WPSR directly against WPSR, and WPSR has irrevocably waived any
right or remedy to require that any such Creditor take any action against the
Trust or any other person before proceeding against WPSR. WPSR has also agreed
in the Indenture to execute such additional agreements as may be necessary or
desirable to give full effect to the foregoing.

BOOK-ENTRY ISSUANCE--THE DEPOSITORY TRUST COMPANY

The Depository Trust Company ("DTC") will act as securities depositary (the
"Depositary") for the Trust Preferred Securities. The Trust Preferred Securities
will initially be issued only as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One or more fully-registered
global Trust Preferred Securities certificates, representing the total aggregate
number of Trust Preferred Securities, will be issued and will be delivered to
DTC.

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The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in the global Trust Preferred
Securities as represented by a global certificate.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
in DTC include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the SEC.

Purchases of Trust Preferred Securities within the DTC system must be made
by or through Direct Participants, which will receive a credit for the Trust
Preferred Securities on DTC's records. The ownership interest of each actual
purchaser of each Trust Preferred Security represented by a global Trust
Preferred Security certificate ("Beneficial Owner") is in turn to be recorded on
the Direct Participants' and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners
purchased Trust Preferred Securities. Transfers of ownership interests in the
Trust Preferred Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the Trust
Preferred Securities, except in the event that use of the book-entry system for
the Trust Preferred Securities is discontinued.

To facilitate subsequent transfers, all the Trust Preferred Securities
deposited by Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Trust Preferred Securities with
DTC and their registration in the name of Cede & Co. effect no change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Trust Preferred Securities. DTC's records reflect only the identity of the
Direct Participants to whose accounts such Trust Preferred Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of Beneficial
Owners that are their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the Trust
Preferred Securities are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in the Trust Preferred
Securities to be redeemed.

Although voting with respect to the Trust Preferred Securities is limited,
in those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Trust Preferred Securities. Under its usual
procedures, DTC mails an omnibus proxy to the Trust as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose

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accounts the Trust Preferred Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Distribution payments on the Trust Preferred Securities will be made to Cede
& Co., as nominee of DTC in immediately available funds. DTC's practice is to
credit Direct Participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participants and not of DTC, the Trust or WPSR, subject
to any statutory or regulatory requirements to the contrary that may be in
effect from time to time. Payment of distributions to Cede & Co. is the
responsibility of the Trust, disbursement of such payments to Direct
Participants is the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner in a global Trust Preferred
Security certificate will not be entitled to receive physical delivery of Trust
Preferred Securities. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Trust Preferred Securities.

DTC may discontinue providing its services as securities depositary with
respect to the Trust Preferred Securities at any time by giving reasonable
notice to the Trust. Under such circumstances, in the event that a successor
securities depositary is not obtained, Trust Preferred Securities certificates
are required to be printed and delivered to Beneficial Owners. Additionally, the
Administrative Trustees (after consultation with WPSR) may decide to discontinue
use of the system of book-entry transfers through DTC (or any successor
depositary) with respect to the Trust Preferred Securities. In that event,
certificates for the Trust Preferred Securities will be printed and delivered to
Beneficial Owners. In each of the above circumstances, WPSR will appoint a
paying agent with respect to the Trust Preferred Securities.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that WPSR and the Trust believe to be reliable,
but neither WPSR nor the Trust takes responsibility for the accuracy thereof.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, prior to the occurrence of a default with respect to
the Trust Securities and after the curing of any defaults that may have
occurred, undertakes to perform such duties as are specifically set forth in the
Declaration, in the terms of the Trust Securities or in the Trust Indenture Act
and, after default, shall exercise the same degree of care and skill as a
prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provisions, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Trust Preferred Securities, unless offered reasonable indemnity by
such holder against the costs, expenses and liabilities which might be incurred
thereby. Nothing in the preceding sentence shall, however, be taken to relieve
the Property Trustee of its obligation, upon the occurrence of a Declaration
Event of Default, to exercise the rights and powers vested in it by the
Declaration. The Property Trustee also serves as trustee under the Guarantee and
the Indenture. WPSR and its affiliates may have banking relationships with the
Property Trustee in the ordinary course of business. The Property Trustee
currently acts as trustee of the WPSC Employee Stock Ownership Plan and of
various other employee benefit plans of WPSR and its subsidiaries.

PAYMENT AND PAYING AGENCY

Payments in respect of the Trust Preferred Securities represented by a
global certificate shall be made to DTC, which shall credit the relevant
accounts at DTC on the applicable distribution dates. In the event that the
certificates for the Trust Preferred Securities are not in book-entry form, the
Trust will maintain an office or agency in the Borough of Manhattan, New York,
New York, where the Trust Preferred Securities may be

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presented for payment ("Paying Agent"). If WPSR fails to appoint or maintain
another entity as Paying Agent, the Property Trustee will act as such.

In the event that the Trust Preferred Securities do not remain in book-entry
form, registration of transfers of Trust Preferred Securities will be effected
without charge by or on behalf of the Trust, but upon payment (with the giving
of such indemnity as the Administrative Trustees may require) in respect of any
tax or other government charges that may be imposed in relation to it. The Trust
will not be required to register or cause to be registered the transfer of Trust
Preferred Securities after such Trust Preferred Securities have been called for
redemption.

GOVERNING LAW

The Declaration and the Trust Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

The Administrative Trustees are authorized and directed to operate the Trust
in such a way so that the Trust will not be required to register as an
"investment company" under the 1940 Act or characterized as other than a grantor
trust for United States federal income tax purposes. WPSR is authorized and
directed to conduct its affairs so that the Subordinated Debentures will be
treated as indebtedness of WPSR for United States federal income tax purposes.
In this connection, WPSR and the Administrative Trustees are authorized to take
any action, not inconsistent with applicable law, the certificate of trust of
the Trust or the restated articles of incorporation of WPSR, that each of WPSR
and the Administrative Trustees determine in their discretion to be necessary or
desirable to achieve such end, as long as such action does not adversely affect
the interests of the holders of the Trust Preferred Securities or vary the terms
thereof.

Holders of the Trust Preferred Securities have no preemptive or similar
rights.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the Guarantee that
will be executed and delivered by WPSR for the benefit of the holders from time
to time of the Trust Preferred Securities. The Guarantee will be qualified as an
indenture under the Trust Indenture Act. The Guarantee Trustee, State Street
Bank and Trust Company, will act as independent indenture trustee for Trust
Indenture Act purposes under the Guarantee. The terms of the Guarantee will be
those set forth in the Guarantee and those made part of the Guarantee by the
Trust Indenture Act. The following summary does not purport to be complete and
is subject to and qualified in its entirety by reference to the provisions of
the form of Guarantee, a copy of which has been filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, and the Trust
Indenture Act. The Guarantee will be held by the Guarantee Trustee for the
benefit of the holders of the Trust Preferred Securities.

GENERAL

Pursuant to the Guarantee, WPSR will irrevocably and unconditionally agree,
to the extent set forth therein, to pay in full to the holders of the Trust
Preferred Securities the Guarantee Payments (as defined herein) (except to the
extent paid by the Trust), as and when due, regardless of any defense, right of
set-off or counterclaim that the Trust may have or assert. The following
payments or distributions with respect to the Trust Preferred Securities to the
extent not paid by the Trust (the "Guarantee Payments") will be subject to the
Guarantee (without duplication): (i) any accrued and unpaid distributions that
are required to be paid on the Trust Preferred Securities, to the extent the
Trust shall have funds available therefor, (ii) the Redemption Price, including
all accrued and unpaid distributions to the date of the redemption, to the
extent the Trust has funds available therefor, with respect to any Trust
Preferred Securities called for redemption by the Trust and (iii) upon a
voluntary or involuntary dissolution, winding-up or termination of the Trust
(other than in connection with the distribution of Subordinated Debentures to
the holders of Trust Preferred Securities in exchange for Trust

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Preferred Securities as provided in the Declaration or the redemption of all of
the Trust Preferred Securities upon maturity or redemption of the Subordinated
Debentures), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on such Trust Preferred Securities to the date
of payment, to the extent the Trust has funds available therefor, or (b) the
amount of assets of the Trust remaining for distribution to holders of Trust
Preferred Securities in liquidation of the Trust. WPSR's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
WPSR to the holders of Trust Preferred Securities or by causing the Trust to pay
such amounts to such holders.

The Guarantee will not apply to any payment of distributions on the Trust
Preferred Securities except to the extent the Trust shall have funds available
therefor. If WPSR does not make interest or principal payments on the
Subordinated Debentures purchased by the Trust, the Trust will not pay
distributions on the Trust Preferred Securities issued by the Trust and will not
have funds available therefor.

WPSR will also irrevocably and unconditionally agree to guarantee the
obligations of the Trust with respect to the Trust Common Securities (the "Trust
Common Securities Guarantee") to the same extent as the Guarantee, except that
upon the occurrence and during the continuation of an Event of Default under the
Indenture, holders of Trust Preferred Securities under the Guarantee shall have
priority over holders of Trust Common Securities under the Trust Common
Securities Guarantee with respect to distributions and payments on liquidation,
redemption or otherwise.

CERTAIN COVENANTS OF WPSR

In the Guarantee, WPSR will covenant that, so long as any Trust Preferred
Securities remain outstanding, if there shall have occurred any event of default
under the Guarantee or a Declaration Event of Default, then (a) WPSR shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock, (b) WPSR shall not, directly or indirectly, and shall not
allow any of its subsidiaries to, make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by WPSR that rank PARI PASSU with or junior to the
Subordinated Debentures and (c) WPSR shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that the restriction in clause (a) above does not apply (i) to
repurchases or acquisitions of common shares of WPSR as contemplated by any
employment arrangement, benefit plan or other similar contract with or for the
benefit of employees, officers or directors entered into in the ordinary course
of business, (ii) to repurchases of common shares of WPSR as contemplated by the
WPSR Stock Investment Plan or WPSR Deferred Compensation Plan, as in effect
immediately prior to the occurrence of such event of default under the Guarantee
or such Declaration Event of Default, (iii) as a result of an exchange or
conversion of any class or series of capital stock of WPSR for common shares of
WPSR, provided that such class or series of capital stock of WPSR was
outstanding prior to the occurrence of such event of default under the Guarantee
or such Declaration Event of Default, (iv) to the purchase of fractional
interests in shares of capital stock of WPSR pursuant to conversion or exchange
provisions of such capital stock of WPSR or the security being converted or
exchanged, provided that such capital stock of WPSR or security was outstanding
prior to the occurrence of such event of default under the Guarantee or such
Declaration Event of Default, or (v) to the payment of any stock dividend by
WPSR where the dividend is paid in the form of the same stock as that on which
the dividend is being paid.

MODIFICATION OF THE GUARANTEE; ASSIGNMENT

Except with respect to any changes that do not adversely affect the rights
of holders of Trust Preferred Securities in any material respect (in which case
no consent of such holders will be required), the Guarantee may be amended only
with the prior approval of the holders of not less than a majority in
liquidation amount of the outstanding Trust Preferred Securities. The manner of
obtaining any such approval of holders of the Trust Preferred Securities is set
forth under "Description of the Trust Preferred Securities--Voting Rights." All
guarantees and agreements contained in the Guarantee shall bind the successors,
assigns, receivers, trustees and

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representatives of WPSR and shall inure to the benefit of the holders of the
Trust Preferred Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of WPSR
to perform any of its payment or other obligations thereunder. The holders of a
majority in liquidation amount of the Trust Preferred Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of the Guarantee or to direct the
exercise of any trust or power conferred upon the Guarantee Trustee under the
Guarantee.

If the Guarantee Trustee fails to enforce the Guarantee, any record holder
of Trust Preferred Securities may institute a legal proceeding directly against
WPSR to enforce the Guarantee Trustee's rights under the Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or any
other person or entity. WPSR has waived any right or remedy to require that any
action on the Guarantee be brought first against the Trust or any other person
or entity before proceeding directly against WPSR. The record holder in the case
of the issuance of one or more global Trust Preferred Securities certificates
will be DTC acting at the direction of its Direct Participants, who in turn will
be acting at the direction of the beneficial owners of the Trust Preferred
Securities.

WPSR will be required to provide annually to the Guarantee Trustee a
statement as to the performance by WPSR of certain of its obligations under the
Guarantee and as to any default in such performance.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence of a default under the
Guaranty and after the curing of all such defaults, undertakes to perform only
such duties as are specifically set forth in the Guarantee and, after default,
shall exercise such of the rights and powers vested in it by the Guarantee and
use the same degree of care and skill as a prudent individual would exercise or
use under the circumstances in the conduct of his or her own affairs. Subject to
such provisions, the Guarantee Trustee is under no obligation to exercise any of
the powers vested in it by the Guarantee at the request of any holder of Trust
Preferred Securities, unless offered reasonable indemnity against the costs,
expenses and liabilities which might be incurred thereby. The Guarantee Trustee
also serves as Property Trustee and Debt Trustee. WPSR and its affiliates may
have a banking relationship with the Guarantee Trustee in the ordinary course of
business. The Guarantee Trustee currently acts as trustee of the WPSC Stock
Ownership Plan and of various other employee benefit plans of WPSR and its
subsidiaries.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate as to the Trust Preferred Securities (a) upon
full payment of the Redemption Price of all Trust Preferred Securities, (b) upon
distribution of the Subordinated Debentures held by the Trust to the holders of
all the Trust Preferred Securities, or (c) upon full payment of the amounts
payable in accordance with the Declaration upon dissolution of the Trust. The
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Trust Preferred Securities must restore payment
of any sums paid under such Trust Preferred Securities or the Guarantee.

STATUS OF THE GUARANTEE

WPSR's obligations under the Guarantee to make the Guarantee Payments will
constitute unsecured obligations of WPSR and will rank (i) subordinate and
junior in right of payment to all other liabilities of WPSR, including the
Subordinated Debentures, except those liabilities of WPSR made PARI PASSU or
subordinate by their terms, (ii) PARI PASSU with the most senior preferred or
preference stock, if any, hereafter issued by WPSR and with any guarantee now or
hereafter entered into by WPSR in respect of any preferred or preference
securities of any affiliate of WPSR, and (iii) senior to WPSR's common shares.
The terms of the Trust Preferred

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Securities provide that each holder of Trust Preferred Securities by acceptance
thereof agrees to the subordination provisions and other terms of the Guarantee.

The Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
WPSR to enforce its rights under the guarantee without instituting a legal
proceeding against any other person or entity).

GOVERNING LAW

The Guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York.

DESCRIPTION OF THE SUBORDINATED DEBENTURES

Set forth below is a description of the terms of the Subordinated Debentures
in which the Trust will invest the proceeds from the issuance and sale of the
Trust Securities. The following summary does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Indenture,
dated as of , 1998, between WPSR and State Street Bank and Trust
Company, as Trustee (the "Debt Trustee"), as supplemented by a First
Supplemental Indenture, dated as of , 1998 (as so supplemented, the
"Indenture"), the forms of which are filed as Exhibits to the Registration
Statement of which this Prospectus forms a part. The terms of the Subordinated
Debentures will include those stated in the Indenture and those made a part of
the Indenture by reference to the Trust Indenture Act. Certain capitalized terms
used herein are defined in the Indenture.

WPSR will have the right, at any time, to dissolve the Trust and, after
satisfaction of the liabilities to creditors of the Trust as required by
applicable law, cause the Subordinated Debentures to be distributed to the
holders of the Trust Securities in liquidation of the Trust. See "Description of
the Trust Preferred Securities-- Special Event Redemption."

If the Subordinated Debentures are distributed to the holders of the Trust
Preferred Securities, WPSR will use its best efforts to have the Subordinated
Debentures listed on the New York Stock Exchange or on such other exchange on
which the Trust Preferred Securities are then listed.

GENERAL

The Subordinated Debentures will be issued as unsecured subordinated debt
under the Indenture. The Indenture does not limit the aggregate principal amount
of debt securities which may be issued thereunder and provides that the debt
securities may be issued thereunder from time to time in one or more series.
However, the Subordinated Debentures, as a separate series of debt securities,
will be limited in aggregate principal amount to $51,500,000, such amount being
the sum of the aggregate stated liquidation amount of the Trust Preferred
Securities and the Trust Common Securities.

The Subordinated Debentures are not entitled to the benefit of any sinking
fund. The entire principal amount of the Subordinated Debentures will mature and
become due and payable, together with any accrued and unpaid interest thereon
including Additional Interest (as defined herein), if any, on .

If Subordinated Debentures are distributed to holders of Trust Preferred
Securities in liquidation of such holders' interests in the Trust, WPSR
presently anticipates that such Subordinated Debentures will initially be issued
in the form or one or more Global Securities. As described herein, under certain
limited circumstances, Subordinated Debentures may be issued in certificated
form in exchange for a Global Security. See "--Book-Entry and Settlement." In
the event that Subordinated Debentures are issued in certificated form, such
Subordinated Debentures will be in denominations of $25 and integral multiples
thereof and may be transferred or exchanged at the offices described below.
Payments on Subordinated Debentures issued as a Global Security will be made to
DTC, a successor depositary or, in the event that no depositary is used, to a
Paying Agent for the Subordinated Debentures. In the event Subordinated
Debentures are issued in certificated form, principal and

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interest will be payable, the transfer of the Subordinated Debentures will be
registrable and Subordinated Debentures will be exchangeable for Subordinated
Debentures of other denominations of a like aggregate principal amount at the
corporate trust office of the Debt Trustee in Boston, Massachusetts, or such
other location designated by WPSR; provided, that payment of interest may be
made at the option of WPSR by check mailed to the address of the persons
entitled thereto or by wire transfer to an account appropriately designated by
the persons entitled thereto. Notwithstanding the foregoing, so long as the
holder of any Subordinated Debentures is the Property Trustee, the payment of
principal and interest on the Subordinated Debentures held by the Property
Trustee will be made at such place and to such account as may be designated by
the Property Trustee.

The Indenture does not contain provisions that afford holders of the
Subordinated Debentures protection in the event of a highly leveraged
transaction or similar transaction involving WPSR that may adversely affect such
holders.

SUBORDINATION

The Indenture provides that the Subordinated Debentures are subordinated and
junior in right of payment to all Senior Indebtedness of WPSR, whether now
existing or hereafter incurred. No payment of principal (including redemption
payments, if any), premium, if any, or interest on, the Subordinated Debentures
may be made if (i) any Senior Indebtedness of WPSR is not paid when due, and any
applicable grace period with respect to such default has ended and such default
has not been cured or waived or ceased to exist, or (ii) the maturity of any
Senior Indebtedness of WPSR has been accelerated because of a default. Upon any
payment by or distribution of assets of WPSR to creditors upon any dissolution,
winding-up, liquidation or reorganization of WPSR, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due on all Senior Indebtedness of WPSR must be paid in full, or
payment provided for in money in accordance with its terms, before the holders
of Subordinated Debentures are entitled to receive or retain any payment.

The term "Senior Indebtedness" means, with respect to WPSR, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of WPSR
for money borrowed and (B) indebtedness evidenced by securities, debentures,
bonds or other similar instruments issued by WPSR, (ii) all capital lease
obligations of WPSR, (iii) all obligations of WPSR issued or assumed as the
deferred purchase price of property, all conditional sale obligations of WPSR
and all obligations of WPSR under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business), (iv) all
obligations of WPSR for the reimbursement on any letter of credit, banker's
acceptance, security purchase facility or similar credit transaction, (v) all
obligations of the type referred to in clauses (i) through (iv) above of other
persons for the payment of which WPSR is responsible or liable as obligor,
guarantor or otherwise and (vi) all obligations of the type referred to in
clauses (i) through (v) above of other persons secured by any lien on any
property or asset of WPSR (whether or not such obligation is assumed by WPSR),
except for (1) any such indebtedness that is by its terms subordinated to or
PARI PASSU with the Subordinated Debentures, as the case may be, and (2) any
indebtedness from WPSR to its affiliates. Such Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness.

The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by WPSR. As of March 31, 1998, Senior Indebtedness of WPSR
aggregated approximately $23.1 million, including a guarantee of an $11.5
million obligation of a WPSR subsidiary. WPSR's obligations under the
Subordinated Debentures will also be effectively subordinated to all existing
and future obligations of WPSR's subsidiaries. As of March 31, 1998, the
aggregate liabilities of the subsidiaries of WPSR (excluding intercompany
liabilities) were approximately $760 million (including approximately $283
million of WPSC first mortgage bonds).

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CERTAIN COVENANTS OF WPSR

If (i) there shall have occurred any event that would constitute an
Indenture Event of Default or (ii) WPSR shall be in default with respect to its
payment of any obligations under the Guarantee or the Trust Common Securities
Guarantee, or (iii) WPSR shall have given notice of its election to defer
payments of interest on the Subordinated Debentures by extending the interest
payment period, and such period, or any extension thereof, shall be continuing,
then (a) WPSR shall not declare or pay dividends on, make distributions with
respect to, or redeem, purchase or acquire, or make a liquidation payment with
respect to, any of its capital stock and (b) WPSR shall not, directly or
indirectly, and shall not allow any of its subsidiaries to, make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by WPSR that rank PARI PASSU with or junior to the
Subordinated Debentures, and (c) WPSR shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that the restriction in clause (a) above does not apply (i) to
repurchases or acquisitions of common shares of WPSR as contemplated by any
employment arrangement, benefit plan or similar contract with or for the benefit
of employees, officers or directors entered into in the ordinary course of
business, (ii) to repurchases of common shares of WPSR as contemplated by the
WPSR Stock Investment Plan or WPSR Deferred Compensation Plan, as in effect
immediately prior to the occurrence of such Indenture Event of Default or the
date upon which WPSR gives notice of its election to extend the interest payment
period, as applicable, (iii) as a result of an exchange or conversion of any
class or series of capital stock of WPSR for common shares of WPSR, provided
that such class or series of common stock of WPSR was outstanding prior to the
occurrence of such Indenture Event of Default or the date upon which WPSR gives
notice of its election to extend the interest payment period, as applicable,
(iv) to the purchase of fractional interests in shares of capital stock of WPSR
pursuant to the conversion or exchange provisions of such capital stock of WPSR
or the security being converted or exchanged, provided that such capital stock
of WPSR or security was outstanding prior to the occurrence of such Indenture
Event of Default or the date upon which WPSR gives notice of its election to
extend the interest payment period, as applicable, or (v) to the payment of any
stock dividend by WPSR where the dividend is paid in the form of the same stock
as that on which the dividend is being paid.

For so long as the Trust Securities remain outstanding, WPSR will covenant
(i) to maintain 100% direct or indirect ownership of the Trust Common
Securities; provided, however, that any permitted successor of WPSR under the
Indenture may succeed to WPSR's ownership of such Trust Common Securities, (ii)
not to cause, as sponsor of the Trust, or to permit, as holder of the Trust
Common Securities, the dissolution, winding-up or termination of the Trust,
except in connection with a distribution of the Subordinated Debentures as
provided in the Declaration and in connection with certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (iii)
to use its reasonable efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with the distribution of Subordinated
Debentures to the holders of Trust Securities upon dissolution of the Trust, the
redemption of all of the Trust Securities of the Trust, or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and (b)
to otherwise continue to be classified for United States federal income tax
purposes as a grantor trust.

OPTIONAL REDEMPTION

WPSR shall have the right to redeem the Subordinated Debentures, (i) in
whole or in part, from time to time, on or after , 2003, or (ii) at any
time in whole (but not in part) within 90 days following the occurrence of a Tax
Event or Investment Company Event, upon not less than 30 nor more than 60-days'
notice, at a redemption price equal to the principal amount to be redeemed plus
any accrued and unpaid interest, including Additional Interest, if any, to the
redemption date. See "Description of the Trust Preferred Securities--Special
Event Redemption." If a partial redemption of the Trust Preferred Securities
resulting from a partial redemption of the Subordinated Debentures would result
in the delisting of the Trust Preferred Securities by such exchange on which the
Trust Preferred Securities are then listed, WPSR may only redeem the
Subordinated Debentures in whole.

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PROPOSED TAX LEGISLATION; LITIGATION

From time to time, the Clinton Administration has proposed certain tax law
changes that would, among other things, generally deny corporate issuers a
deduction for interest in respect of certain debt obligations, such as the
Subordinated Debentures, if the debt obligations have a term exceeding 20 years
and are not reflected as indebtedness on such issuer's consolidated balance
sheet. See "United States Federal Income Taxation-- Proposed Tax Law Changes."

The Internal Revenue Service ("IRS") has taken the position, in a case
pending before the United States Tax Court, that securities issued in
circumstances with certain similarities to the issuance of the Subordinated
Debentures do not constitute debt obligations. If the IRS were to prevail in its
position, this could give rise to a Tax Event with respect to the Trust
Preferred Securities. See "United States Federal Income Taxation--
Classification of the Subordinated Debentures."

INTEREST

Each Subordinated Debenture shall bear interest at the rate specified on the
cover of this Prospectus from the original date of issuance until the principal
thereof becomes due and payable, payable quarterly in arrears on March 31, June
30, September 30, and December 31 of each year (each an "Interest Payment
Date"), commencing September 30, 1998, to the person in whose name such
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event the Subordinated Debentures shall not continue to remain in
book-entry only form or if the Subordinated Debentures are not held by the
Property Trustee and are not represented by a Global Security, WPSR shall have
the right to select record dates, which shall be not less than three Business
Days prior to the Interest Payment Date.

The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period for which interest is computed
will be computed on the basis of the actual number of days elapsed per 90-day
period in a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on the Subordinated Debentures is not a Business Day,
then payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, then such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

WPSR shall have the right at any time, and from time to time, to defer
payments of interest on the Subordinated Debentures by extending the interest
payment period for a period not exceeding 20 consecutive calendar quarters, at
the end of which Extension Period, WPSR shall pay all interest then accrued and
unpaid (including any Additional Interest) together with interest thereon
compounded quarterly at the rate specified for the Subordinated Debentures to
the extent permitted by applicable law ("Compound Interest"). WPSR will covenant
that in the event WPSR exercises this right, then during any Extension Period,
(a) WPSR may not declare or pay any dividends on, make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to any of its capital stock and (b) WPSR may not, directly or
indirectly, and will not allow any of its subsidiaries to, make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by WPSR that rank PARI PASSU with or junior to the
Subordinated Debentures and (c) WPSR may not make any guarantee payments with
respect to the foregoing (other than pursuant to the Guarantee); provided,
however, that, the restriction in clause (a) above does not apply (i) to
repurchases or acquisitions of common shares of WPSR as contemplated by any
employment arrangement, benefit plan or other similar contract with or for the
benefit of employees, officers or directors entered into in the ordinary course
of business, (ii) to repurchases of common shares of WPSR as contemplated by the
WPSR Stock

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Investment Plan or WPSR Deferred Compensation Plan, as in effect immediately
prior to the date upon which WPSR gives notice of its election of such Extension
Period, (iii) as a result of an exchange or conversion of any class or series of
capital stock of WPSR for common stock of WPSR, provided that such class or
series of capital stock of WPSR was outstanding prior to the date upon which
WPSR gives notice of its election of such Extension Period, (iv) to the purchase
of fractional interests in shares of capital stock of WPSR pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, provided that such capital stock of WPSR or security was
outstanding prior to the date upon which WPSR gives notice of its election of
such Extension Period, or (v) to the payment of any stock dividend by WPSR where
the dividend is paid in the form of the same stock as that on which the dividend
is being paid. Prior to the termination of any such Extension Period, WPSR may
further defer payments of interest by extending the interest payment period;
provided, however, that, such Extension Period, including all such previous and
further extensions, may not exceed 20 consecutive calendar quarters or extend
beyond the maturity of the Subordinated Debentures. Upon the termination of any
Extension Period and the payment of all amounts then due, WPSR may commence a
new Extension Period, subject to the requirements set forth in this paragraph.
No interest during an Extension Period, except at the end thereof, shall be due
and payable, but WPSR may prepay at any time all or any portion of the interest
accrued during an Extension Period. At the end of the Extension Period, WPSR
will pay all interest accrued and unpaid on the Subordinated Debentures,
including any Additional Interest and Compound Interest, to the holders in whose
names the Subordinated Debentures are registered on the first record date after
the end of the Extension Period.

WPSR has no present intention of exercising its right to defer payments of
interest by extending the interest payment period on the Subordinated Debentures
and views the exercise of such right during the term of the Subordinated
Debentures as unlikely. See "--Certain Covenants of WPSR."

If the Property Trustee shall be the sole holder of the Subordinated
Debentures, WPSR shall give the Debt Trustee, the Administrative Trustees and
the Property Trustee notice of its election of such Extension Period at least
one Business Day before the earlier of (i) the next succeeding date on which
distributions on the Trust Preferred Securities are payable or (ii) the date the
Administrative Trustees are required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders of the
Trust Preferred Securities of the record date or the date such distribution is
payable. The Administrative Trustees shall give notice of WPSR's selection of
such Extension Period to the holders of the Trust Preferred Securities. If the
Property Trustee is not the sole holder of the Subordinated Debentures, WPSR
shall give the holders of the Subordinated Debentures and the Debt Trustee
notice of its election of such Extension Period ten Business Days prior to the
earlier of (i) the next succeeding Interest Payment Date or (ii) the date upon
which WPSR is required to give notice to the New York Stock Exchange (or other
applicable self-regulatory organization) or to holders of the Subordinated
Debentures of the record or payment date of such related interest payment.

ADDITIONAL INTEREST

If at any time while the Property Trustee is the holder of any Subordinated
Debentures, the Trust or the Property Trustee shall be required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any such case, WPSR will pay as additional interest
("Additional Interest") on the Subordinated Debentures held by the Property
Trustee, such additional amounts as shall be required so that the net amounts
received and retained by the Trust and the Property Trustee after paying any
such taxes, duties, assessments or other governmental charges will equal the
amounts the Trust and the Property Trustee would have received had no such
taxes, duties, assessments or other governmental charges been imposed.

INDENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of Default"
with respect to the Subordinated Debentures:

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(a) default in payment of interest on the Subordinated Debentures,
including any Additional Interest in respect thereof, when due and
continuance of such default for a period of 30 days; provided, however, that
a valid extension of the interest payment period by WPSR shall not
constitute a default in the payment of interest for this purpose; or

(b) default in payment of principal or premium, if any, on the
Subordinated Debentures when due whether at maturity, upon redemption, by
declaration or otherwise; or

(c) failure to observe or perform any other covenant or agreement with
respect to the Subordinated Debentures contained in the Indenture or
established pursuant thereto for 60 days after written notice of such
failure shall have given to WPSR by the Debt Trustee or to WPSR and the Debt
Trustee by the holders of at least 25% in principal amount of the
outstanding Subordinated Debentures; or

(d) certain events of bankruptcy or reorganization of WPSR; or

(e) the voluntary or involuntary dissolution, winding-up or termination
of the Trust, except in connection with the distribution of Subordinated
Debentures to the holders of Trust Preferred Securities upon dissolution of
the Trust, the redemption of all outstanding Trust Securities of the Trust
and certain mergers, consolidations or amalgamations permitted by the
Declaration.

The Indenture provides that if an Event of Default described in clauses (a),
(b), (c) and (e) of the preceding paragraph occurs and is continuing with
respect to the Subordinated Debentures, either the Debt Trustee or the holders
of not less than 25% in aggregate principal amount of the Subordinated
Debentures may declare, by written notice to WPSR, the principal of all of the
Subordinated Debentures immediately due and payable. If an Event of Default
described in clause (d) of the preceding paragraph occurs and is continuing,
then the principal amount of the Subordinated Debentures, together with the
principal amount of all other series of debt securities issued under the
Indenture, will become immediately due and payable, without any declaration or
action on the part of the Debt Trustee or any holder of the Subordinated
Debentures.

Under the Indenture, the holders of a majority in aggregate principal amount
of the Subordinated Debentures have the right, subject to certain restrictions,
to direct the time, method and place of conducting any proceeding for any remedy
available to the Debt Trustee, or exercising any trust or power conferred on the
Debt Trustee with respect to the Subordinated Debentures. The holders of a
majority in aggregate principal amount of the Subordinated Debentures may also
waive, on behalf of the holders of all of the Subordinated Debentures, any past
default, except (i) a default in the payment of principal, premium, if any, or
interest due otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any applicable premium has been deposited with the Debt Trustee) or (ii) a
default in the covenants described in the first paragraph under "--Certain
Covenants of WPSR." The holders of a majority in aggregate principal amount of
the Subordinated Debentures may annul any declaration accelerating the maturity
of the Subordinated Debentures made in accordance with the preceding paragraph
if all defaults (other than the nonpayment of accelerated principal) have been
cured or waived and a sum sufficient to pay all matured installments of
interest, principal due (other than by acceleration) and premium, if any, on the
Subordinated Debentures has been paid or deposited with the Debt Trustee.

Upon the occurrence of an Event of Default under the Indenture, holders of a
majority in principal amount of the Trust Preferred Securities will have the
right to direct the Property Trustee to exercise its rights and remedies under
the Indenture as sole holder of the Subordinated Debentures. In addition, if the
Event of Default is due to the failure of WPSR to pay interest or principal on
the Subordinated Debentures, when due, holders of the Trust Preferred Securities
may institute a Direct Action against WPSR. See "Description of the Trust
Preferred Securities--Declaration Event of Default," "--Voting Rights," and
"Effect of Obligations under the Subordinated Debentures and the Guarantee."

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BOOK-ENTRY AND SETTLEMENT

If Subordinated Debentures are distributed to holders of Trust Preferred
Securities in liquidation of such holders' interests in the Trust, WPSR
anticipates that the Subordinated Debentures will be issued in the form of one
or more global certificates (each a "Global Security") registered in the name of
the Depositary or its nominee. Except under the limited circumstances described
below, Subordinated Debentures represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Subordinated Debentures
in definitive form. The Global Securities described above may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in such a Global Security.

Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Subordinated
Debentures in definitive form and will not be considered the holders (as defined
in the Indenture) thereof for any purpose under the Indenture, and no Global
Security representing Subordinated Debentures shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. Accordingly, each Beneficial Owner must rely on the procedures of the
Depositary or if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest to exercise any rights
of a holder of Subordinated Debentures under the Indenture.

THE DEPOSITARY

If Subordinated Debentures are distributed to holders of Trust Preferred
Securities in liquidation of such holders' interests in the Trust, it is
expected that DTC will act as securities depositary for the Subordinated
Debentures. For a description of DTC and the specific terms of the depositary
arrangements, see "Description of the Trust Preferred Securities--Book-Entry
Issuance--The Depository Trust Company." As of the date of this Prospectus, the
description therein of DTC's book-entry system and DTC's practices as they
relate to purchases, transfers, notices and payments with respect to the Trust
Preferred Securities apply in all material respects to any debt obligations
represented by one or more Global Securities held by DTC. WPSR may appoint a
successor to DTC or any successor depositary in the event DTC or such successor
depositary is unable or unwilling to continue as a depositary for the Global
Securities.

None of WPSR, the Trust, the Property Trustee, the Debt Trustee, any paying
agent and any other agent of WPSR, the Property Trustee or the Debt Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global
Security for such Subordinated Debentures or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

DISCONTINUANCE OF THE DEPOSITARY'S SERVICES

A Global Security shall be exchangeable for Subordinated Debentures
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies WPSR that it is unwilling or unable to continue
as a depositary for such Global Security and no successor depositary shall have
been appointed within 90 days after WPSR receives notice or becomes aware of
such condition, as the case may be, (ii) the Depositary, at any time, ceases to
be a clearing agency registered under the Exchange Act at which time the
Depositary is required to be so registered to act as such depositary and no
successor depositary shall have been appointed within 90 days after WPSR
receives notice or becomes aware of such condition, as the case may be, (iii)
WPSR, in its sole discretion, determines that such Global Security shall be so
exchangeable or (iv) there has occurred an Indenture Event of Default with
respect to the Subordinated Debentures. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Subordinated
Debentures registered in such

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names as the Depositary shall direct. It is expected that such directions will
be based upon instructions received by the Depositary from its Participants with
respect to ownership of beneficial interests in such Global Security.

In the event the Subordinated Debentures are not represented by one or more
Global Securities, certificates evidencing Subordinated Debentures may be
presented for registration of transfer (with the form of transfer endorsed
thereon duly executed) or exchange, at the corporate trust office of the Debt
Trustee or such other location designated by WPSR for such purpose with respect
to the Subordinated Debentures without service charge and upon payment of any
taxes and other governmental charges as described in the Indenture. WPSR has
initially appointed the Debt Trustee as security registrar with respect to the
Subordinated Debentures. WPSR may at any time rescind the designation of any
such security registrar or approve a change in the location through which any
such security registrar acts, except that WPSR will be required to maintain a
transfer agent at the place of payment. WPSR may at any time designate
additional transfer agents with respect to the Subordinated Debentures.

WPSR shall not be required to (i) issue, exchange or register the transfer
of Subordinated Debentures during a period beginning at the opening of business
15 days before the date of the mailing of a notice of redemption of less than
all of the Subordinated Debentures and ending at the close of business on the
date of such mailing nor (ii) register the transfer of or exchange any
Subordinated Debentures called for redemption.

PAYMENT AND PAYING AGENTS

Payment of principal of the Subordinated Debentures will be made only
against surrender to the Paying Agent of the Subordinated Debentures. Principal
of and interest on Subordinated Debentures will be payable, subject to
applicable laws and regulations, at the office of such Paying Agent as WPSR may
designate from time to time, except that at the option of WPSR payment of any
interest may be made by check mailed to the address of the person entitled
thereto at such address as appears in the Debenture Registrar with respect to
the Subordinated Debentures. Payment of interest on the Subordinated Debentures
on any Interest Payment Date will be made to the persons in whose name the
Subordinated Debentures are registered at the close of business on the regular
record date for such Interest Payment.

The Debt Trustee will act as Paying Agent with respect to the Subordinated
Debentures. WPSR may at any time designate additional Paying Agents or rescind
the designation of any Paying Agent or approve a change in the office through
which the Paying Agent acts, except that WPSR will be required to maintain a
Paying Agent at the place of payment.

All moneys paid by WPSR to a Paying Agent for the payment of principal of or
interest, if any, on any Subordinated Debentures which remain unclaimed at the
end of two years after such principal or interest shall have been due and
payable will be repaid to WPSR and the holder of such Subordinated Debentures
will thereafter look only to WPSR for payment thereof.

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting WPSR and the Debt Trustee, with
the consent of the holders of at least a majority in principal amount of the
Subordinated Debentures (and any other series of subordinated debt securities
under the Indenture affected thereby), to modify the Indenture or any
supplemental indenture affecting the rights of the holders of the Subordinated
Debentures; provided that no such modification may, without the consent of the
holder of each outstanding Subordinated Debenture (or, if applicable, other
series of subordinated debt securities) affected thereby, (i) extend the fixed
maturity of the Subordinated Debentures, or reduce the principal amount thereof,
or reduce the rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof or (ii) reduce the aforesaid
percentage of Subordinated Debentures the consent of the holders of which is
required for any such modification. In the event that the consent of the
Property Trustee, as holder of the Subordinated Debentures, is required with
respect to any modification or amendment, the Property Trustee is required,
under the Declaration, to request the direction of the holders of the Trust
Securities with respect to such modification or amendment and to vote on such
matter as

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<PAGE>
directed by the holders of a majority in liquidation amount of the Trust
Securities. See "Description of the Trust Preferred Securities--Voting Rights."

In addition, WPSR and the Debt Trustee may execute, without the consent of
holders of the Subordinated Debentures, any supplemental indenture for certain
other usual purposes including the creation of any new series of debt
securities.

CONSOLIDATION, MERGER AND SALE

WPSR shall not consolidate with, or merge into, any corporation or convey or
transfer its properties and assets substantially as an entirety to any entity
unless (a) the successor entity is a corporation organized under the laws of any
State in the United States or the District of Columbia and expressly assumes the
obligations of WPSR under the Indenture, and (b) immediately thereafter no Event
of Default and no event which, after notice or lapse of time, or both, would
become an Event of Default under the Indenture shall have occurred and be
continuing. Upon any such consolidation, merger, conveyance or transfer, the
successor corporation shall succeed to, and be substituted for, WPSR under the
Indenture and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under the Indenture and the Subordinated Debentures.

DEFEASANCE AND DISCHARGE

The Indenture provides that WPSR, at WPSR's option, will be discharged from
any and all obligations in respect of the Subordinated Debentures (except for
certain obligations to register the transfer or exchange of Subordinated
Debentures, replace stolen, lost or mutilated Subordinated Debentures, maintain
paying agencies and hold moneys for payment in trust) if WPSR deposits, in trust
with the Debt Trustee, money or U.S. government obligations which through the
payment of interest thereon and principal thereof in accordance with their terms
will provide money, in an amount sufficient to pay all the principal of, and
interest and premium, if any, on, the Subordinated Debentures on the dates such
payments are due in accordance with the terms of such Subordinated Debentures.
To exercise any such option, WPSR is required to deliver to the Debt Trustee an
opinion of counsel, based upon then applicable United States federal income tax
law, to the effect that the deposit and related defeasance would not cause the
holders of the Subordinated Debentures to recognize income, gain or loss for
federal income tax purposes and will be subject to United States federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance or discharge had not occurred.

GOVERNING LAW

The Indenture and the Subordinated Debentures will be governed by, and
construed in accordance with, the internal laws of the State of New York.

INFORMATION CONCERNING THE DEBT TRUSTEE

The Debt Trustee, prior to default, undertakes to perform such duties as are
specifically set forth in the Indenture and, after default, shall exercise the
same degree of care and skill as a prudent man would exercise in the conduct of
his own affairs. Subject to such provision, the Debt Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Subordinated Debentures, unless offered reasonable
indemnity by such holder against the costs, expenses and liabilities which might
be incurred thereby; but the foregoing shall not relieve the Debt Trustee, upon
the occurrence of an Indenture Event of Default, from the obligation to exercise
the rights and powers vested in it by the Indenture and to use, in such
exercise, the same degree of care and skill as a prudent man would use in the
conduct of his own affairs. The Debt Trustee is not required to expend or risk
its own funds or otherwise incur personal financial liability in the performance
of its duties if the Debt Trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

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<PAGE>
WPSR and its affiliates may have normal banking relationships with the Debt
Trustee in the ordinary course of business. The Debt Trustee currently acts as
trustee of the WPSR Employee Stock Ownership Plan and of various other employee
benefit plans of WPSR and its subsidiaries.

MISCELLANEOUS

The Indenture provides that WPSR will pay all fees and expenses related to
(i) the offering of the Trust Securities and the Subordinated Debentures and the
organization, operation and termination of the Trust, including the fees and
expenses of the Trustees and (ii) any and all taxes of the Trust (other than
withholding taxes of the United States or any State thereof attributable to the
Trust or its assets).

WPSR will have the right at all times to assign any of its rights or
obligations under the Indenture to a direct or indirect wholly-owned subsidiary
of WPSR; provided that, in the event of any such assignment, WPSR will remain
liable for all such obligations. Subject to the foregoing, the Indenture will be
binding upon and inure to the benefit of the parties thereto and their
respective successors and assigns. The Indenture provides that it may not
otherwise be assigned by the parties thereto.

EFFECT OF OBLIGATIONS UNDER THE
SUBORDINATED DEBENTURES AND THE GUARANTEE

As set forth in the Declaration, the sole purpose of the Trust is to (i)
issue the Trust Securities evidencing undivided beneficial interests in the
assets of the Trust, (ii) invest the proceeds from such issuance and sale in the
Subordinated Debentures and (iii) engage in only those other activities
necessary or incidental thereto.

As long as payments of interest and other payments are made when due on the
Subordinated Debentures, such payments will be sufficient to cover distributions
and payments due on the Trust Securities because: (i) the aggregate principal
amount of Subordinated Debentures will be equal to the sum of the aggregate
liquidation amount of the Trust Securities; (ii) the interest rate and the
interest and other payment dates on the Subordinated Debentures will match the
distribution rate and distribution and other payment dates for the Trust
Preferred Securities; (iii) WPSR shall pay any costs and expenses, related to
the Trust and (iv) the Declaration provides that the Trustees shall not cause or
permit the Trust to, among other things, engage in any activity that is not
consistent with the purposes of the Trust.

Payments of distributions (to the extent funds therefor are available) and
other payments due on the Trust Preferred Securities (to the extent funds
therefor are available) are guaranteed by WPSR as and to the extent set forth
under "Description of the Guarantee." If WPSR does not make interest and/or
principal payments on the Subordinated Debentures purchased by the Trust, the
Trust will not have sufficient funds to pay distributions on the Trust Preferred
Securities. The Guarantee does not apply to the payment of distributions and
other payments on the Trust Preferred Securities unless and until the Trust has
sufficient funds to make such distributions or other payments. The Guarantee
will constitute an unsecured obligation of WPSR and will rank (i) subordinate
and junior in right of payment to all other liabilities of WPSR except those
made PARI PASSU or subordinate by their terms, (ii) PARI PASSU with the most
senior preferred or preference stock, if any, hereafter issued by WPSR and with
any guarantee now or hereafter entered into by WPSR in respect of any preferred
or preference securities of any affiliate of WPSR and (iii) senior to WPSR's
common shares.

The Guarantee, when taken together with the back-up undertakings, consisting
of obligations of WPSR as set forth in the Declaration (including the obligation
to pay expenses of the Trust), the Indenture and the Subordinated Debentures
issued to the Trust, provide a full and unconditional guarantee by WPSR of the
Trust Preferred Securities. If the Guarantee Trustee fails to enforce the
Guarantee, any record holder of Trust Preferred Securities may institute a legal
proceeding directly against WPSR to enforce the Guarantee Trustee's rights under
the Guarantee without first instituting a legal proceeding against the Trust,
the Guarantee Trustee or any other person or entity. In addition, if WPSR has
failed to make a Guarantee Payment, a record holder of Trust Preferred
Securities may directly institute a proceeding against WPSR for enforcement of
the Guarantee for such payment to the record holder of the Trust Preferred
Securities of the principal of or interest on the

41
<PAGE>
Subordinated Debentures on or after the respective due dates specified in the
Subordinated Debentures, and the amount of the payment will be based on the
holder's pro rata share of the amount due and owing on all of the Trust
Preferred Securities. WPSR has waived any right or remedy to require that any
action be brought first against the Trust or any other person or entity before
proceeding directly against WPSR. The record holder in the case of the issuance
of one or more global Trust Preferred Securities certificates will be DTC acting
at the direction of its Direct Participants, who in turn will be acting at the
direction of the beneficial owners of the Trust Preferred Securities.

If the Property Trustee fails to enforce its rights with respect to the
Subordinated Debentures held by the Trust any record holder of Trust Preferred
Securities may, to the fullest extent permitted by law, institute legal
proceedings directly against WPSR to enforce the Property Trustee's rights under
the Subordinated Debentures without first instituting any legal proceedings
against the Property Trustee or any other person or entity. In addition, if a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of WPSR to pay interest, principal or other required
payment on the Subordinated Debentures on the date such interest, principal or
other payment is otherwise payable, then a record holder of Trust Preferred
Securities may institute Direct Action against WPSR for enforcement of payment
on the Subordinated Debentures on or after the respective due dates specified in
the Subordinated Debentures. To the extent WPSR makes a payment to a record
holder of Trust Preferred Securities in connection with proceedings by such
record holder directly against WPSR, WPSR will be subrogated to the rights of
the record holder of Trust Preferred Securities to the extent of payments made
by WPSR to the record holder. The record holder in the case of the issuance of
one or more global Trust Preferred Securities certificates will be DTC acting at
the direction of its Direct Participants, who in turn will be acting at the
direction of the beneficial owners of the Trust Preferred Securities.

UNITED STATES FEDERAL INCOME TAXATION

GENERAL

In the opinion of Foley & Lardner, counsel to WPSR and the Trust, the
following is a summary of certain of the material United States federal income
tax consequences of the purchase, ownership and disposition of Trust Preferred
Securities. Unless otherwise stated, this summary deals only with Trust
Preferred Securities held as capital assets by holders who purchase the Trust
Preferred Securities upon original issuance ("Initial Holders"). It does not
deal with special classes of holders such as banks, thrifts, real estate
investment trusts, regulated investment companies, insurance companies, dealers
in securities or currencies, tax-exempt investors, or persons that will hold the
Trust Preferred Securities as a position in a "straddle," as part of a
"synthetic security" or "hedge," as part of a "conversion transaction" or other
integrated investment, or as other than a capital asset. This summary also does
not address the tax consequences to persons that have a functional currency
other than the U.S. Dollar or the tax consequences to shareholders, partners or
beneficiaries of a holder of Trust Preferred Securities. Further, it does not
include any description of any alternative minimum tax consequences or the tax
laws of any state or local government or of any foreign government that may be
applicable to the Trust Preferred Securities. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
thereunder and administrative and judicial interpretations thereof, as of the
date hereof, all of which are subject to change, possibly on a retroactive
basis.

CLASSIFICATION OF THE SUBORDINATED DEBENTURES

In connection with the issuance of the Subordinated Debentures, Foley &
Lardner counsel to WPSR and the Trust, will render its opinion generally to the
effect that under then current law and assuming full compliance with the terms
of the Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Subordinated Debentures will be
classified for United States federal income tax purposes as indebtedness of
WPSR. WPSR, the Trust, and, by its acceptance of a Trust Preferred Security, the
holder of such Trust Preferred Security agree to treat the Subordinated
Debentures as indebtedness and the Trust Preferred Securities as evidence of an
indirect beneficial interest in the Subordinated Debentures. Nevertheless, the
Internal Revenue Service ("IRS") could attempt to treat the Subordinated

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<PAGE>
Debentures as equity rather than indebtedness, which if the IRS were to prevail,
would result in WPSR not being able to deduct interest payable on the
Subordinated Debentures. The IRS is asserting this position with respect to
securities issued in circumstances with certain similarities to the issuance of
the Subordinated Debentures in a case pending in the United States Tax Court. If
this case is in fact litigated and if the IRS were to prevail, such decision
could constitute a Tax Event which could result in an early mandatory redemption
of the Trust Preferred Securities. See "Description of Trust Preferred
Securities--Special Event Redemption."

In the recent past, the Clinton Administration has proposed tax law changes
that would deny interest deductions to a corporate issuer with terms and
characteristics similar to the Subordinated Debentures. As noted above, Foley &
Lardner is of the opinion that interest on the Subordinated Debentures is
deductible under current law. There can be no assurance, however, that future
legislation will not affect the ability of WPSR to deduct interest on the
Subordinated Debentures and thereby give rise to a Tax Event, which could result
in an early redemption of the Trust Preferred Securities. See "Description of
Trust Preferred Securities--Special Event Redemption."

CLASSIFICATION OF THE TRUST

In connection with the issuance of the Trust Preferred Securities, Foley &
Lardner counsel to WPSR and the Trust, will render its opinion generally to the
effect that, under the current law and assuming full compliance with the terms
of the Declaration and the Indenture (and certain other documents), and based on
certain facts and assumptions contained in such opinion, the Trust will be
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation.

Accordingly, for United States federal income tax purposes, each holder of
Trust Preferred Securities generally will be considered the owner of an
undivided interest in the Subordinated Debentures, and each holder will be
required to include in its gross income all interest on (including OID accrued,
if any) with respect to its allocable share of the Subordinated Debentures.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under applicable Treasury regulations (the "Regulations"), the existence of
certain contingencies on the timely payment of stated interest can result in the
application of the original issue discount ("OID") rules applying to a debt
instrument. The option of WPSR to defer payments of interest on the Subordinated
Debentures for up to 20 quarters could be interpreted as a contingency under the
Regulations. However, under the Regulations "remote" contingencies that stated
interest will not be timely paid are ignored in determining whether a debt
instrument is issued with OID. WPSR has concluded that the likelihood of its
exercising its option to defer payments of interest is remote. This conclusion
is based upon WPSR's analysis, as of the date of issue of the Subordinated
Debentures, of various facts and circumstances deemed relevant to exercising
such deferred option, including, among other things, the inability of WPSR to
declare or pay a dividend, to engage in certain other capital transactions with
respect to its stock, to make any payment of interest or principal on or repay,
purchase or redeem any debt that ranks PARI PASSU with or junior to the
Subordinated Debentures if the deferral option is exercised. Based upon this
conclusion and in the absence of any specific definition of "remote" in the
Regulations or published IRS interpretations thereof, WPSR intends to take the
position that the Subordinated Debentures do not include OID. Consequently,
holders of Trust Preferred Securities should report interest under their own
regular method of accounting (e.g., cash or accrual) instead of under the daily
economic accrual rules for OID instruments. It is possible that the IRS could
take a contrary position.

Should WPSR exercise its option to defer any payment of interest, the
Subordinated Debentures would at that time be treated as issued with OID and all
stated interest on the Subordinated Debentures would thereafter be treated as
OID as long as the Subordinated Debentures remain outstanding. In such event,
all of the interest income of a holder of Trust Preferred Securities would be
accounted for as OID on an economic accrual basis regardless of such holders'
method of tax accounting, and actual distributions of stated interest would not
be

43
<PAGE>
reported as taxable income. Consequently, a holder of Trust Preferred Securities
would be required to include in gross income OID even though WPSR would not make
any actual cash payments during an Extension Period.

Because income on the Trust Preferred Securities will constitute interest or
OID, corporate holders will not be entitled to a dividend received deduction
with respect to any income recognized with respect to the Trust Preferred
Securities.

MARKET DISCOUNT AND BOND PREMIUM

Holders of Trust Preferred Securities other than Initial Holders may be
considered to have acquired their undivided interests in the Subordinated
Debentures with market discount or acquisition premium as such phrases are
defined for United States federal income tax purposes. Such holders are advised
to consult their tax advisors as to the income tax consequences of the
acquisition, ownership and disposition of the Trust Preferred Securities.

RECEIPT OF SUBORDINATED DEBENTURES OR CASH UPON DISSOLUTION OF THE TRUST

At any time, WPSR will have the right to dissolve the Trust and, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, cause the Subordinated Debentures to be distributed to holders of Trust
Preferred Securities in exchange for the Trust Preferred Securities and in
liquidation of the Trust. See "Description of the Trust Preferred
Securities--Distribution of the Subordinated Debentures." Under current law,
such a distribution, for United States federal income tax purposes, would be
treated as a non-taxable event to each holder, and each holder would receive an
aggregate tax basis in the Subordinated Debentures equal to such holder's
aggregate tax basis in its Trust Preferred Securities. A holder's holding period
in the Subordinated Debentures so received upon dissolution of the Trust would
include the period during which the Trust Preferred Securities were held by such
holder. If, however, the related special event is a Tax Event which results in
the Trust being treated as an association taxable as a corporation, the
distribution would likely constitute a taxable event to holders of the Trust
Preferred Securities.

Under certain circumstances described herein (see "Description of the Trust
Preferred Securities"), the Subordinated Debentures may be redeemed for cash and
the proceeds of such redemption distributed to holders in redemption of their
Trust Preferred Securities. Under current law, such redemption would, for United
States federal income tax purposes, constitute a taxable disposition of the
redeemed Trust Preferred Securities, and a holder could recognize gain or loss
as if it sold such redeemed Trust Preferred Securities for cash. See "--Sales of
Trust Preferred Securities."

SALES OF TRUST PREFERRED SECURITIES

A holder that sells Trust Preferred Securities will recognize gain or loss
equal to the difference between its adjusted tax basis in the Trust Preferred
Securities and the amount realized on the sale of such Trust Preferred
Securities. Assuming that WPSR does not exercise its option to defer payment of
interest on the Subordinated Debentures and they are not considered issued with
OID, a holder's adjusted tax basis in the Trust Preferred Securities generally
will be the initial purchase price. If the Subordinated Debentures are deemed to
be, or become, subject to the OID rules, a holder's adjusted tax basis in the
Trust Preferred Securities will be the initial purchase price, increased by OID
previously includable in such holder's gross income to the date of disposition
and decreased by payments received on the Trust Preferred Securities. Any such
gain or loss will be capital gain or loss. In the case of a taxpayer who is an
individual, any capital gain on the sale of a Preferred Security will be taxed
at a maximum rate of 39.6% if the Trust Preferred Security is held for not more
than 12 months, at 28% if held more than 12 months, but not more than 18 months,
and at 20% if the Preferred Security is held for more than 18 months. Additional
rate reductions may apply beginning in 2001. Capital losses of a corporate
taxpayer can only be used to offset the capital gains. Capital losses of an
individual taxpayer generally may be used to offset capital gains plus $3,000 of
other income.

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<PAGE>
Should WPSR exercise its option to defer any payment of interest on the
Subordinated Debentures, the Trust Preferred Securities may trade at a price
that does not accurately reflect the value of accrued but unpaid interest with
respect to the underlying Subordinated Debentures. In the event of such a
deferral, a holder who disposes of his Trust Preferred Securities between record
dates for payments of distributions thereon will be required to include accrued
but unpaid interest on the Subordinated Debentures through the date of
disposition in income as ordinary income, and to add such amount to his adjusted
tax basis in his pro rata share of the underlying Subordinated Debentures deemed
disposed of. To the extent the selling price is less than the holder's adjusted
tax basis, a holder will recognize a capital loss.

FOREIGN HOLDERS

Interest paid to a holder of Trust Preferred Securities who is a nonresident
alien, foreign corporation or other non-United States person (a "foreign
person") generally will be considered "portfolio interest," and generally will
not be subject to United States Federal income tax and withholding tax, if the
interest is not effectively connected with the conduct of a trade or business
within the United States by the foreign person and the foreign person (i) is not
actually or constructively a "10 percent shareholder" of WPSR or a "controlled
foreign corporation" that is related to WPSR through stock ownership and (ii)
satisfies the statement requirement set forth in section 871(h) and section
881(c) of the Code and the regulations thereunder. To satisfy this requirement,
the foreign person, or a financial institution holding the Trust Preferred
Securities on behalf of such foreign person, must provide, in accordance with
specified procedures, a paying agent of the Trust with a statement to the effect
that the foreign person is not a United States person. Currently these
requirements will be met if (x) the foreign person provides his name and
address, and certifies, under penalties of perjury, that he is not a United
States person (which certification may be made on an IRS Form W-8) or (y) a
financial institution holding the Trust Preferred Securities on behalf of the
foreign person certifies, under penalties of perjury, that such statement has
been received by it and furnishes a paying agent with a copy thereof. Under
recently finalized Treasury regulations (the "Final Regulations"), the statement
requirement may also be satisfied with other documentary evidence with respect
to an offshore account or through certain foreign intermediaries. The Final
Regulations will generally be effective for payments made after December 31,
1999.

If such interest is not "portfolio interest," then it will be subject to a
30% withholding tax unless the foreign person provides the Trust or its paying
agent, as the case may be, with a properly executed (i) IRS Form 1001 (or
successor form) claiming an exemption from withholding tax or a reduction in
withholding tax under the benefit of a tax treaty or (ii) IRS Form 4224 (or
successor form) stating that interest paid on the Trust Preferred Securities is
not subject to withholding tax because it is effectively connected with the
foreign person's conduct of a trade or business in the United States. Under the
Final Regulations, a foreign person will generally be required to provide IRS
Form W-8 in lieu of IRS Form 1001 and IRS Form 4224, although alternative
documentation may be applicable in certain situations.

If a foreign person is engaged in a trade or business and interest on the
Trust Preferred Securities is effectively connected with the conduct of such
trade or business in the United States, the foreign person, although exempt from
the withholding tax discussed above, will be subject to United States federal
income tax on such interest on a net income basis in the same manner as if it
were a United States person. In addition, if such foreign person is a foreign
corporation, it may be subject to a branch profits tax equal to 30% (or lower
treaty rate) of its effectively connected earnings and profits for the taxable
year, subject to adjustments.

Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of Trust Preferred Securities by a foreign person will be
exempt from United States Federal income and withholding tax; PROVIDED that (i)
such gain is not effectively connected with the conduct of a trade or business
in the United States by the foreign person and (ii) in the case of an individual
foreign person, the foreign person is not present in the United States for 183
days or more in the taxable year.

BACKUP WITHHOLDING. Each holder of Trust Preferred Securities (other than
an exempt holder such as a corporation, tax-exempt organization, qualified
pension and profit-sharing trust, individual retirement account

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<PAGE>
or nonresident alien who provides certification as to status as a nonresident)
will be required to provide, under penalties of perjury, a certificate
containing the holder's name, address, correct Federal taxpayer identification
number and a statement that the holder is not subject to backup withholding.
Should a nonexempt holder fail to provide the required certification, the Trust
will be required to withhold 31% of the amount otherwise payable to the holder,
and remit the withheld amount to the IRS as a credit against the holder's
Federal income tax liability. The Final Regulations make certain modifications
to the backup withholding and information reporting rules. Prospective investors
are urged to consult their own tax advisors regarding the Final Regulations.

INFORMATION REPORTING TO HOLDERS

Generally, income on the Trust Preferred Securities will be reported to
holders on Forms 1099, which forms should be mailed to holders of Preferred
Securities by January 31 each calendar year.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.

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<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Trust has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of the Underwriters, has
severally agreed to purchase the number of Trust Preferred Securities set forth
opposite its name below. In the Underwriting Agreement, the several Underwriters
have agreed, subject to the terms and conditions set forth therein, to purchase
all of the Trust Preferred Securities offered hereby if any of the Trust
Preferred Securities are purchased. In the event of default by an Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the purchase
commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

<TABLE>
<CAPTION>
NUMBER OF
PREFERRED
UNDERWRITER SECURITIES
- ---------------------------------------------------------------------------------------------- ------------------
<S> <C>
A.G. Edwards & Sons, Inc......................................................................
Robert W. Baird & Co. Incorporated............................................................
Legg Mason Wood Walker, Incorporated..........................................................
Total.....................................................................................
</TABLE>

The Underwriters propose to offer the Trust Preferred Securities in part
directly to the public at the initial public offering price, as set forth on the
cover page of this Prospectus, and in part to certain securities dealers at such
price less a concession of $ per Trust Preferred Security. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $ per
Trust Preferred Security to certain brokers and dealers. After the Trust
Preferred Securities are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Representatives.

In view of the fact that the proceeds of the sale of the Trust Preferred
Securities will be used to purchase the Subordinated Debentures of WPSR, the
Underwriting Agreement provides that WPSR will agree to pay as compensation
("Underwriters' Compensation") to the Underwriters for the Underwriters'
arranging the investment therein of such proceeds, an amount in immediately
available funds of $ per Trust Preferred Security (or $ in the
aggregate) for the accounts of the several Underwriters.

During a period beginning on the date of the pricing and ending 30 days from
the date of original issuance of the Trust Preferred Securities, neither the
Trust nor WPSR will, without the prior written consent of the Underwriters,
directly or indirectly, sell, offer to sell, contract to sell, grant any option
for the sale of, or otherwise dispose of, any Trust Preferred Securities, any
security convertible into or exchangeable into or exercisable for Trust
Preferred Securities or the Subordinated Debentures or any debentures
substantially similar to the Subordinated Debentures or any equity securities
substantially similar to the Trust Preferred Securities (except for the
Subordinated Debentures and the Trust Preferred Securities offered hereby).

Application will be made to list the Trust Preferred Securities on the New
York Stock Exchange. If approved, trading of the Trust Preferred Securities on
the New York Stock Exchange is expected to commence within a 30-day period after
the date of original issuance of the Trust Preferred Securities. The
Underwriters have advised the Trust that the Underwriters intend to make a
market in the Trust Preferred Securities prior to the commencement of trading on
the New York Stock Exchange. The Underwriters will have no obligation to make a
market in the Trust Preferred Securities, however, and may cease market making
activities, if commenced, at any time.

Prior to this offering, there has been no public market for the Trust
Preferred Securities. In order to meet one of the requirements for listing the
Trust Preferred Securities on the New York Stock Exchange, the Underwriters will
undertake to sell lots of 100 or more Trust Preferred Securities to a minimum of
400 beneficial holders.

47
<PAGE>
In connection with this offering, the rules of the SEC permit the
Underwriters to engage in transactions that stabilize the price of the Trust
Preferred Securities. Such transactions may consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the Trust Preferred
Securities.

If the Underwriters create a short position in the Trust Preferred
Securities in connection with the offering (I.E., if they sell more Trust
Preferred Securities than are set forth on the cover page of this Prospectus),
they may reduce that short position by purchasing Trust Preferred Securities in
the open market. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to underwriters or dealers in respect of the securities sold
in the offering may be reclaimed by the Underwriters if such Trust Preferred
Securities are repurchased by the Underwriters in stabilizing or covering
transactions.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might otherwise be in the absence of such purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security by purchasers in the
offering.

None of WPSR, the Trust or any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Trust Preferred
Securities. In addition, none of WPSR, the Trust or any of the Underwriters
makes any representation that the Underwriters will engage in such transactions
or that such transactions, once commenced, will not be discontinued without
notice.

WPSR and the Trust have agreed to indemnify the Underwriters against, or to
contribute to payments that the Underwriters may be required to make in respect
of, certain liabilities, including liabilities under the Securities Act.

Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, WPSR and its affiliates in the ordinary
course of business.

LEGAL MATTERS

Certain legal matters will be passed upon for WPSR and the Trust by Foley &
Lardner, Milwaukee, Wisconsin, and for the Underwriters by Schiff Hardin &
Waite, Chicago, Illinois. Certain matters of Delaware law relating to the
validity of the Trust Preferred Securities will be passed upon by Richards,
Layton & Finger, PA, Wilmington, Delaware, special Delaware counsel to WPSR and
the Trust.

EXPERTS

The audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in this registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto and are incorporated by reference herein in reliance
on the authority of said firm as experts in giving said report.

48
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY WPS RESOURCES CORPORATION,
THE TRUST OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF WPS RESOURCES CORPORATION OR THE
TRUST SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 3
Prospectus Summary............................. 4
Risk Factors................................... 9
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and
Preferred Dividend Requirement............... 14
Capitalization................................. 15
The Trust...................................... 15
WPS Resources Corporation...................... 16
Accounting Treatment........................... 17
Use of Proceeds................................ 17
Description of the Trust Preferred
Securities................................... 17
Description of the Guarantee................... 29
Description of the Subordinated Debentures..... 32
Effect of Obligations Under the Subordinated
Debentures and the Guarantee................. 41
United States Federal Income Taxation.......... 42
Underwriting................................... 47
Legal Matters.................................. 48
Experts........................................ 48
</TABLE>

2,000,000

TRUST PREFERRED SECURITIES

(LOGO)

WPSR CAPITAL TRUST I
% TRUST ORIGINATED
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET
FORTH HEREIN BY
WPS RESOURCES CORPORATION

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

PROSPECTUS

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

A.G. EDWARDS & SONS, INC.
ROBERT W. BAIRD & CO.
INCORPORATED
LEGG MASON WOOD WALKER
INCORPORATED

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

An itemized statement of the estimated amount of the expenses, other than
underwriting discounts and commissions, incurred and to be incurred by WPS
Resources Corporation ("WPSR") in connection with the issuance and distribution
of the Securities registered pursuant to this registration statement is as
follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..................................... $ 14,750
Printing and engraving expense.................................................... 16,860
Accounting fees and expenses...................................................... 20,000
Legal fees and expenses........................................................... 143,000
Trustee and agent fees and expenses............................................... 14,500
Rating agency fees................................................................ 30,000
Blue sky fees, expenses and legal fees............................................ 15,000
Listing Fees...................................................................... 29,500
Miscellaneous..................................................................... 7,000
---------
Total......................................................................... $ 290,610
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Wisconsin Business Corporation Law and the By-laws of WPSR permit
indemnification of WPSR's directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933. In addition,
WPSR has purchased insurance permitted by the laws of Wisconsin on behalf of
directors, officers, employees or agents which may cover liabilities under the
Securities Act.

The Declaration of Trust of WPSR Capital Trust I (the "Trust") provides that
to the fullest extent permitted by applicable law, the Sponsor shall indemnify
and hold harmless each of the Administrative Trustees of the Trust, any
affiliate of any such Administrative Trustee, any officer, director,
shareholder, member, partner, employee, representative or agent of any such
Administrative Trustee, or any employee or agent of the Trust or its Affiliates
(each a "WPSR Indemnified Person"), from and against any loss, damage,
liability, tax, penalty, expense except that no WPSR Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such WPSR indemnified person by reason of gross negligence or wilful misconduct
with respect to such acts or omissions or claim incurred by such WPSR
Indemnified Person by reason of any act or omission performed or omitted by such
WPSR Indemnified Person in good faith on behalf of the Trust and in a manner
such WPSR Indemnified Person reasonably believed to be within the scope of
authority conferred on such WPSR Indemnified Person by the Declaration of Trust.
The Declaration of Trust also provides that, to the fullest extent permitted by
applicable law, expenses (including legal fees) incurred by a WPSR Indemnified
Person in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by WPSR prior to the final disposition of such claim,
demand, action suit or proceeding upon receipt by WPSR of any undertaking by or
on behalf of the WPSR Indemnified Person to repay such amount if it shall be
determined that the WPSR Indemnified Person is not entitled to be indemnified as
authorized in the Declaration of Trust. The Declaration of Trust further
provides that WPSR shall indemnify the (i) Property Trustee of the Trust, (ii)
the Delaware Trustee of the Trust, (iii) any affiliate of the Property Trustee
or the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee or the Delaware Trustee (each of the persons in (i) through
(iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability, taxes
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration or the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against or investigating any action, suit, claim
or liability in connection with the exercise or performance of any of its powers
or duties hereunder. In addition, certain

II-1
<PAGE>
sections of the form of Underwriting Agreement filed as an Exhibit hereto
provide for indemnification of the Registrants and their directors and officers
by the underwriters or agents against certain liabilities, including certain
liabilities under the 1933 Act.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement for offering of Trust Preferred Securities

4.1 Certificate of Trust of WPSR Capital Trust I

4.2 Declaration of Trust of WPSR Capital Trust I

4.3 Form of Amended and Restated Declaration of Trust of WPSR Capital Trust I

4.4 Form of Indenture between WPS Resources Corporation and State Street Bank
and Trust Company, as Trustee

4.5 Form of Supplemental Indenture between WPS Resources Corporation and State
Street Bank and Trust Company, as Trustee in connection with the
issuance of the Junior Subordinated Deferrable Interest Debentures

4.6 Form of Trust Preferred Security (included in Exhibit 4.3)

4.7 Form of Trust Preferred Securities Guarantee Agreement

4.8 Form of Junior Subordinated Deferrable Interest Debenture (included in
Exhibit 4.5)

5.1 Opinion of Foley & Lardner

5.2 Opinion of Richards, Layton & Finger, PA

8.1 Opinion of Foley & Lardner

12 Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Fixed Charges and Preferred Dividends

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Foley & Lardner (included in Exhibits 5.1 and 8.1)

23.3 Consent of Richards, Layton & Finger, PA (included in Exhibit 5.2)

24 Powers of Attorney (Powers of Attorney from Trustees of Trust included in
Exhibit 4.2)

25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of State Street Bank and Trust Company, as Debt
Trustee under the Indenture

25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of State Street Bank and Trust Company, as Property
Trustee under the Amended and Restated Declaration of Trust of WPSR
Capital Trust I

25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of State Street Bank and Trust Company, as Trustee of
the Trust Preferred Securities Guarantee for the benefit of the holders
of Trust Preferred Securities of WPSR Capital Trust I
</TABLE>

- -------

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(a) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of a registrant's annual report pursuant
to Sections 13(a) or 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

II-2
<PAGE>
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) 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 registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of
this Registration Statement as of the time it was declared effective.

(c) 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.

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 provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrants 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 registrants will, unless
in the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by them is against public policy as expressed in such Act
and will be governed by the final adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, WPS Resources
Corporation, 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 such
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Green Bay, State of Wisconsin, on this 12th day
of June, 1998.

WPS RESOURCES CORPORATION

By: /s/ LARRY L. WEYERS
-----------------------------------

Larry L. Weyers

CHAIRMAN, PRESIDENT AND CHIEF

EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the date indicated.*

<TABLE>
<CAPTION>
NAME CAPACITY
- ------------------------------------------------------ ------------------------------------------------------

<C> <S>
/s/ LARRY L. WEYERS
------------------------------------------- Chairman, President, Chief Executive Officer and
Larry L. Weyers Director*

/s/ DANIEL P. BITTNER
------------------------------------------- Vice President and Chief Financial Officer*
Daniel P. Bittner

/s/ DIANE L. FORD
------------------------------------------- Controller and Chief Accounting Officer*
Diane L. Ford

A. Dean Arganbright Director
Michael S. Ariens Director
Richard A. Bemis Director
Daniel A. Bollom Director
Sister M. Lois Bush, SSM Director
Robert C. Gallagher Director
Kathryn Hasselblad-Pascale Director
James L. Kemerling Director

By /s/ LARRY L. WEYERS
--------------------------------------
Larry L. Weyers
ATTORNEY-IN-FACT*
</TABLE>

*Each of the above signatures is affixed as of June 12, 1998.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
WPSR Capital Trust I, 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 such
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Green Bay, State of Wisconsin, on this 12th day
of June, 1998.

WPSR CAPITAL TRUST I

<TABLE>
<S> <C> <C>
WPS RESOURCES CORPORATION

By: /s/ LARRY L. WEYERS
-----------------------------------------
Larry L. Weyers,
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
</TABLE>

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
<C> <S> <C>
1.1 Form of Underwriting Agreement for offering of Trust Preferred Securities

4.1 Certificate of Trust of WPSR Capital Trust I

4.2 Declaration of Trust of WPSR Capital Trust I

4.3 Form of Amended and Restated Declaration of Trust of WPSR Capital Trust I

4.4 Form of Indenture between WPS Resources Corporation and State Street Bank and Trust Company,
as Trustee

4.5 Form of Supplemental Indenture between WPS Resources Corporation and State Street Bank and
Trust Company, as Trustee in connection with the issuance of the Junior Subordinated
Deferrable Interest Debentures

4.6 Form of Trust Preferred Security (included in Exhibit 4.3)

4.7 Form of Trust Preferred Securities Guarantee Agreement

4.8 Form of Junior Subordinated Deferrable Interest Debenture (included in Exhibit 4.5)

5.1 Opinion of Foley & Lardner

5.2 Opinion of Richards, Layton & Finger, PA

8.1 Opinion of Foley & Lardner

12 Computations of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and
Preferred Dividends

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Foley & Lardner (included in Exhibits 5.1 and 8.1)

23.3 Consent of Richards, Layton & Finger, PA (included in Exhibit 5.2)

24 Powers of Attorney (Powers of Attorney from Trustees of Trust included in Exhibit 4.2)

25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
State Street Bank and Trust Company, as Debt Trustee under the Indenture

25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
State Street Bank and Trust Company, as Institutional Trustee under the [Amended and
Restated] Declaration of Trust of WPSR Capital Trust I

25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of
State Street Bank and Trust Company, as Trustee of the Trust Preferred Securities Guarantee
for the benefit of the holders of Trust Preferred Securities of WPSR Capital Trust I
</TABLE>

- -------

E-1

<PAGE>
EXHIBIT 1.1

2,000,000 Trust Preferred Securities

WPSR CAPITAL TRUST I
(a Delaware Trust)

____% Trust Preferred Securities
(Liquidation Amount of $25 Per Trust Preferred Security)

UNDERWRITING AGREEMENT

____________, 1998

A.G. Edwards & Sons, Inc.
Robert W. Baird & Co. Incorporated
Legg Mason Wood Walker, Incorporated
c/o A.G. Edwards & Sons, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103

Ladies and Gentlemen:

WPSR Capital Trust I (the "Trust"), a statutory business trust
organized under the Business Trust Act of the State of Delaware (the "Delaware
Act"), and WPS Resources Corporation, a Wisconsin corporation (the "Company"
and, together with the Trust, the "Offerors") confirm their agreement (the
"Agreement") with A.G. Edwards & Sons, Inc. ("A.G. Edwards"), Robert W. Baird &
Co. Incorporated, and Legg Mason Wood Walker, Incorporated, as underwriters
(collectively, the "Underwriters," which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), with respect to the
issue and sale by the Trust and the purchase by the Underwriters, acting
severally and not jointly, of the respective numbers of ____% Trust Preferred
Securities (liquidation amount of $25 per preferred security) of the Trust (the
"Trust Preferred Securities") set forth in Schedule A hereto. The Trust
Preferred Securities are more fully described in the Prospectus (as defined
below).

The Trust Preferred Securities will be guaranteed by the
Company, to the extent set forth in the Prospectus, with respect to
distributions and amounts payable upon liquidation or redemption (the "Preferred
Securities Guarantee") pursuant to the Trust Preferred Securities Guarantee
Agreement (the "Preferred Securities Guarantee Agreement"), to be dated as of
the Closing Date (as defined below), executed and delivered by the Company and
State Street Bank and Trust Company, as trustee (the "Guarantee Trustee"), for
the benefit of the holders from time to time of the Trust Preferred Securities,
and will be entitled to the benefits of certain backup undertakings described in
the Prospectus with respect to the Company's agreement pursuant to the
Supplemental Indenture (as defined below) to pay all expenses relating to the
administration of the Trust. The Offerors each understand that the Underwriters
propose to make a public offering of the Trust Preferred Securities as soon as
they deem advisable after this Agreement has been executed and delivered, and
the Declaration (as defined below), the Indenture (as

<PAGE>

defined below), and the Preferred Securities Guarantee Agreement have been
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act").
The entire proceeds from the sale of the Trust Preferred Securities will be
combined with the entire proceeds from the sale by the Trust to the Company
of its common securities (the "Trust Common Securities" and, together with
the Trust Preferred Securities, the "Trust Securities") and will be used by
the Trust to purchase $51,500,000 of ____% Junior Subordinated Deferrable
Interest Debentures due ______ (the "Subordinated Debentures") issued by the
Company. The Trust Common Securities have been guaranteed by the Company, to
the extent set forth in the Prospectus, with respect to distributions and
amounts payable upon liquidation or redemption (the "Common Securities
Guarantee" and, together with the "Preferred Securities Guarantee," the
"Guarantees") pursuant to a Common Securities Guarantee Agreement (the
"Common Securities Guarantee Agreement" and, together with the "Preferred
Securities Guarantee Agreement," the "Guarantee Agreements"), to be dated as
of the Closing Date, executed and delivered by the Company for the benefit of
the holders from time to time of the Trust Common Securities.

The Trust Preferred Securities and Trust Common Securities will
be issued pursuant to the Amended and Restated Declaration of Trust of the
Trust, to be dated as of the Closing Date (the "Declaration"), among the
Company, as sponsor, State Street Bank and Trust Company, as property trustee
(the "Property Trustee"), First Union Trust Company, National Association, as
Delaware trustee (the "Delaware Trustee"), and Daniel P. Bittner and Ralph G.
Baeten, as administrative trustees (the "Administrative Trustees" and, together
with the Property Trustee and the Delaware Trustee, the "Trustees"), and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust. The Subordinated Debentures will be issued pursuant to an indenture,
to be dated as of the Closing Date (the "Base Indenture"), between the Company
and State Street Bank and Trust Company, as trustee (the "Debt Trustee"), and a
supplement to the Base Indenture, to be dated as of the Closing Date (the
"Supplemental Indenture," and, together with the Base Indenture and any other
amendments or supplements thereto, the "Indenture") between the Company and the
Debt Trustee. The Trust Preferred Securities, the Preferred Securities
Guarantee, and the Subordinated Debentures are hereinafter collectively referred
to as the "Securities."

The Offerors have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (No.
333-_________) covering the registration of the Securities under the
Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectus or prospectuses. Promptly after the execution and
delivery of this Agreement, the Offerors will prepare and file a prospectus
in accordance with the provisions of Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations.
The information included in such prospectus that was omitted from such
registration statement at the time it became effective but that is deemed to
be part of such registration statement at the time it became effective
pursuant to paragraph (b) of Rule 430A is referred to as "Rule 430A
Information." Each prospectus used before such registration statement became
effective, and any prospectus that omitted the Rule 430A Information that was
used after such effectiveness and prior to the execution and delivery of this
Agreement, is herein called a "preliminary prospectus." Such registration
statement, including the exhibits thereto, schedules thereto, if any, and the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, at the time it became effective and including the Rule
430A Information, is herein called the "Registration Statement." The final
prospectus, including the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act, in the form first
furnished to the Underwriters for use in connection with the offering of the
Securities, is herein called the "Prospectus." For purposes of this
Agreement, all

<PAGE>

references to the Registration Statement, any preliminary prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

All references in this Agreement to financial statements and
schedules and other information which is "contained,""included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information that are or are deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act that is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY THE OFFERORS. The
Offerors jointly and severally represent and warrant to each Underwriter as of
the date hereof and as of the Closing Time referred to in Section 2(c) hereof
and agree with each Underwriter as follows.

(i) COMPLIANCE WITH REGISTRATION REQUIREMENTS. Each of
the Offerors meets the requirements for use of Form S-3 under the
1933 Act and the 1933 Act Regulations. The Registration Statement has
become effective under the 1933 Act, and no stop order suspending the
effectiveness of such Registration Statement has been issued under
the 1933 Act, and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the Offerors,
threatened by the Commission. The Offerors have complied with any
request on the part of the Commission for additional information.

At the time that the Registration Statement and any
post-effective amendments thereto became effective, on the date
hereof, and at the Closing Time, the Registration Statement and any
amendments and supplements thereto complied and will comply, in all
material respects, with the requirements of the 1933 Act and the 1933
Act Regulations and the 1939 Act and the rules and regulations of the
Commission under the 1939 Act (the "1939 Act Regulations") and did
not and will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. Neither the
Prospectus nor any amendments or supplements thereto, at the time the
Prospectus or any such amendment or supplement was issued, on the
date hereof and at the Closing Time, included or will include an
untrue statement of material fact or omitted or will omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration
Statement, any amendment or supplement thereto, or the Prospectus
made in reliance upon and in conformity with information furnished to
the Offerors in writing by an Underwriter through A.G. Edwards
expressly for use in the Registration Statement, any amendment or
supplement thereto, or the Prospectus.

Each preliminary prospectus and the prospectus filed as part of
the Registration Statement as originally filed or as part of any
amendment thereof, or filed pursuant to Rule 424 under the 1933 Act,
complied or will comply when so filed in all material respects with the
1933 Act

<PAGE>

Regulations, and each preliminary prospectus and the Prospectus
delivered to the Underwriters for use in connection with the offering
of the Securities was identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T under the 1933 Act Regulations.

(ii) INCORPORATED DOCUMENTS. The documents incorporated or
deemed to be incorporated by reference in the Registration Statement and
Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission under the 1934 Act (the "1934 Act Regulations"), and, at the
time the Registration Statement and any amendments thereto became
effective, at the time the Prospectus was issued, and at the Closing
Time, did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

(iii) EXHIBITS. There are no contracts or documents which
are required to be described in the Registration Statement, the
Prospectus, or the documents incorporated by reference therein or to be
filed as exhibits thereto which have not been so described and filed as
required.

(iv) INDEPENDENT ACCOUNTANTS. The accountants who certified
the financial statements and supporting schedules included or
incorporated by reference in the Registration Statement are independent
public accountants with respect to the Company as required by the 1933
Act and the 1933 Act Regulations.

(v) FINANCIAL STATEMENTS. The financial statements included
in the Registration Statement and the Prospectus, together with the
related schedules and notes, present fairly the financial position of
the Company and its consolidated subsidiaries at the dates indicated and
the results of operations, stockholders' equity and cash flows of the
Company and its consolidated subsidiaries for the periods specified;
such financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the periods involved. The supporting
schedules, if any, included in the Registration Statement present
fairly, in accordance with GAAP, the information required to be stated
therein. The Company's ratios of earnings to fixed charges and ratios
of earnings to combined fixed charges and preferred dividend
requirements included in the Prospectus under the caption "Ratio of
Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Dividend Requirement" and in Exhibit 12 to the Registration
Statement have been calculated in compliance with Item 503(d) of
Regulation S-K of the Commission. The financial information and
statistical data set forth in the Prospectus under the captions
"Selected Historical Consolidated Financial Data" and "Capitalization"
present fairly the information shown therein and have been derived from
the audited financial statements included in the Registration Statement.

(vi) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the
respective dates as of which information is given in the Registration
Statement, any amendment thereto, and the Prospectus and except as
otherwise stated therein, (A) there has been no material adverse change
in the condition, financial or otherwise, of the Company and its
subsidiaries, considered as one enterprise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries,
considered as one enterprise, or of the Trust, whether or not arising in
the ordinary course of business (a

<PAGE>

"Material Adverse Effect"), (B) there have been no material
transactions entered into or material liabilities or obligations,
direct or contingent, incurred by the Company or its subsidiaries,
other than those contemplated by the Prospectus or in the ordinary
course of business, and (C) except for regular dividends, there has
been no dividend or distribution of any kind declared, paid or made
by the Company on any class of its capital stock and there has been
no change in the capital stock of the Company or, except for
borrowings under existing revolving credit agreements consistent with
past practices and the accrual of interest on long-term debt of the
Company's Employee Stock Ownership Plan that is guaranteed by WPSC,
there has been no material change in the long-term debt of the
Company.

(vii) DUE INCORPORATION AND STATUS OF THE COMPANY. The
Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Wisconsin with power and
authority (corporate and other) to own, lease and operate its properties
and conduct its business as described in the Prospectus; the Company has
not filed Articles of Dissolution with the Secretary of State of the
State of Wisconsin, and no grounds exist for the Secretary of State of
the State of Wisconsin to dissolve such corporation administratively
pursuant to the provisions of the Wisconsin Business Corporation Law.

(viii) DUE INCORPORATION AND GOOD STANDING OF THE COMPANY'S
SUBSIDIARIES. Each of Wisconsin Public Service Corporation ("WPSC"),
WPS Energy Services, Inc. ("ESI"), and WPS Power Development, Inc.
("PDI") has been duly incorporated and is validly existing as a
corporation under the laws of the State of Wisconsin, with power and
authority (corporate and other) to own, lease and operate its properties
and conduct its business as described in the Prospectus; neither WPSC,
ESI, or PDI has filed Articles of Dissolution with the Secretary of
State of the State of Wisconsin, and no grounds exist for the Secretary
of State of Wisconsin to dissolve any of them administratively pursuant
to the provisions of the Wisconsin Business Corporation Law; each of
WPSC, ESI and PDI is duly qualified to do business as a foreign
corporation in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure to so
qualify or to be in good standing would not result in a Material Adverse
Effect.

(ix) AUTHORIZATION OF STOCK OF THE COMPANY. All of the
outstanding shares of capital stock of the Company have been duly and
validly issued, are fully paid and non-assessable, and are not subject
to the preemptive rights of any shareholder of the Company.

(x) AUTHORIZATION AND OWNERSHIP OF STOCK OF SUBSIDIARIES.
All of the issued and outstanding shares of common stock of WPSC, ESI
and PDI have been duly and validly issued, are fully paid and
non-assessable, and are owned by the Company free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or
equity; none of the outstanding shares of capital stock of WPSC, ESI
or PDI was issued in violation of the preemptive or similar rights of
any securityholder of such subsidiary. Other than WPSC, ESI and PDI,
the Company has no subsidiaries which, either individually or
considered in the aggregate as a single subsidiary, constitute a
"significant subsidiary" as defined in Rule 1-02 of Regulation S-X.

(xi) EXISTENCE AND GOOD STANDING OF THE TRUST. The Trust has
been duly created and is validly existing as a statutory business trust
in good standing under the laws of the State of Delaware, with power and
authority to own its properties and conduct its business as described in

<PAGE>

the Prospectus and has conducted and will conduct no business other than
the transactions contemplated by this Agreement and described in the
Prospectus; the Trust has no liabilities or obligations other than those
arising out of the transactions contemplated by this Agreement and the
Declaration and described in the Prospectus and is not a party to or
otherwise bound by any agreement other than those described in the
Prospectus; the Trust is duly qualified to transact business as a
foreign corporation in good standing under the laws of each jurisdiction
in which such qualification is necessary, except to the extent that the
failure to so qualify would not have a Material Adverse Effect; the
Trust is and, under current law, will be classified for United States
federal income tax purposes as a grantor trust and not as an association
taxable as a corporation; the Trust is and will be treated as a
consolidated subsidiary of the Company pursuant to GAAP; the Trust has
no subsidiaries.

(xii) AUTHORIZATION OF AGREEMENT. This Agreement has been
duly authorized, executed and delivered by each of the Offerors.

(xiii) AUTHORIZATION OF THE DECLARATION. The Declaration has
been duly authorized by the Company; each of the Administrative Trustees
of the Trust is an employee of the Company or WPSC and has been duly
authorized by the Company to execute and deliver the Declaration; at the
Closing Time, the Declaration will have been duly executed and delivered
by the Company and the Administrative Trustees, and assuming due
authorization, execution and delivery by the Property Trustee and the
Delaware Trustee, be a valid and binding obligation of the Company and
the Administrative Trustees, enforceable against the Company and the
Administrative Trustees in accordance with its terms, except to the
extent that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally or by general principles of equity
(regardless of whether enforcement is considered in a proceeding at law
or in equity) (the "Bankruptcy Exceptions"); the Declaration has been
duly qualified under the 1939 Act; the Declaration conforms to all
statements relating thereto contained in the Prospectus.

(xiv) THE TRUST COMMON SECURITIES. The Trust Common
Securities have been duly authorized by the Declaration and, when issued
and delivered by the Trust to the Company in accordance with the terms
of the Declaration and against payment therefor as described in the
Prospectus, will be validly issued undivided beneficial interests in the
assets of the Trust; the issuance of the Trust Common Securities is not
subject to preemptive or other similar rights; no holder of Trust Common
Securities will be subject to personal liability by reason of being such
a holder; at the Closing Time, all of the issued and outstanding Trust
Common Securities will be directly owned by the Company, free and clear
of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; the Trust Common Securities conform to all statements relating
thereto contained in the Prospectus.

(xv) THE TRUST PREFERRED SECURITIES. The Trust Preferred
Securities have been duly and validly authorized and, when issued and
delivered pursuant to this Agreement against payment therefor as
provided herein, will be validly issued and (subject to the terms of the
Declaration) fully paid and nonassessable undivided beneficial interests
in the assets of the Trust and will be entitled to the benefits of the
Declaration; the issuance of the Trust Preferred Securities is not
subject to preemptive or other similar rights; holders of Trust
Preferred Securities will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for

<PAGE>

profit incorporated under the General Corporation Law of the State of
Delaware; the Trust Preferred Securities conform to all statements
relating thereto contained in the Prospectus.

(xvi) AUTHORIZATION OF THE INDENTURE. The Indenture has been
duly authorized by the Company and, when validly executed and delivered
by the Company, and assuming the due authorization, execution and
delivery of the Indenture by the Debt Trustee, will constitute a valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms except to the extent that enforcement
thereof may be limited by the Bankruptcy Exceptions; the Indenture has
been duly qualified under the 1939 Act; and the Indenture conforms to
all statements relating thereto contained in the Prospectus.

(xvii) AUTHORIZATION OF THE SUBORDINATED DEBENTURES. The
Subordinated Debentures have been duly authorized by the Company and,
when authenticated in the manner provided for in the Indenture and
delivered against payment therefor as described in the Prospectus, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by the Bankruptcy Exceptions;
the Subordinated Debentures are subordinate and junior in right of
payment to all "senior indebtedness" (as defined in the Supplemental
Indenture) of the Company; the Subordinated Debentures conform to all
statements relating thereto contained in the Prospectus.

(xviii) AUTHORIZATION OF GUARANTEE AGREEMENTS. Each of the
Guarantee Agreements has been duly authorized by the Company and, when
executed and delivered by the Company, and in the case of the Preferred
Securities Guarantee Agreement, assuming due authorization, execution
and delivery by the Guarantee Trustee, will constitute a valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforcement thereof
may be limited by the Bankruptcy Exceptions; the Preferred Securities
Agreement has been duly qualified under the 1939 Act; the Company's
obligations under the Preferred Securities Guarantee are subordinate and
junior in right of payment to all liabilities of the Company and will be
pari passu with the most senior preferred or preference stock of the
Company and with any guarantees of the Company entered into with respect
to any preferred or preference securities of an affiliate of the
Company; each of the Guarantees and the Guarantee Agreements conform to
the statements relating thereto contained in the Prospectus.

(xix) ABSENCE OF DEFAULTS AND CONFLICTS BY THE COMPANY.
Neither the Company nor any of its subsidiaries is in violation of its
articles of incorporation or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition contained
in any bond, debenture, note or other evidence of indebtedness or in any
indenture, mortgage, joint venture agreement, deed of trust, loan or
credit agreement, or other agreement or instrument to which the Company,
or any of its subsidiaries is a party or by which it or any of them may
be bound, or to which any of the properties or assets of the Company or
any subsidiary is subject (collectively, the "Agreements and
Instruments"), except for such defaults that would not result in a
Material Adverse Effect; the issuance by the Company of the Subordinated
Debentures and the Guarantees, the compliance by the Company with all of
the provisions of this Agreement, the use of the proceeds from the sale
of the Securities as described in the Prospectus under the caption "Use
of Proceeds," the execution, delivery and performance by the Company of
the Declaration, the Guarantees, the Indenture, and the Subordinated
Debentures, the distribution by the Company of the Subordinated
Debentures upon the liquidation of the Trust in the circumstances
contemplated

<PAGE>

by the Declaration and described in the Prospectus, and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any of the
Agreements or Instruments, nor will such action result in any
violation of the provisions of the articles of incorporation or
by-laws of the Company or any of its subsidiaries or any statute or
any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries
or any of their properties.

(xx) ABSENCE OF CONFLICTS BY THE TRUST. The issuance and
sale of the Trust Preferred Securities and the Trust Common Securities
by the Trust, the compliance by the Trust with all of the provisions of
this Agreement, the purchase of the Subordinated Debentures by the Trust
from the Company, the distribution of the Subordinated Debentures upon
the liquidation of the Trust in the circumstances contemplated by the
Declaration and described in the Prospectus, and the consummation by the
Trust of the transactions contemplated herein and in the Declaration
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any agreement or
instrument to which the Trust is a party or by which the Trust is bound
or to which any of the property or assets of the Trust is subject, nor
will such action result in any violation of the provisions of the
Declaration or any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Trust or any
of its properties.

(xxi) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Offerors
of their obligations hereunder or in connection with the offering,
issuance or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement, except such as have been
already obtained or as may be required under the 1933 Act, the 1933 Act
Regulations, the 1939 Act, the 1939 Act Regulations or state securities
laws.

(xxii) ABSENCE OF PROCEEDINGS. There is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to
the knowledge of the Company or the Trust, threatened, against or
affecting the Company or any of its subsidiaries which is required to be
disclosed in the Registration Statement (other than as disclosed
therein), or which might reasonably be expected to result in a Material
Adverse Effect (other than as disclosed therein) or adversely affect the
consummation of the transactions contemplated in this Agreement or the
performance by the Offerors of their obligations hereunder; the
aggregate of all pending legal or governmental proceedings to which the
Company or any of its subsidiaries is a party or of which any of their
respective property or assets is the subject which are not described in
the Registration Statement, including ordinary routine litigation
incidental to the business, would not, if adversely determined, result
in a Material Adverse Effect. There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge
of the Company or the Trust, threatened, against or affecting the Trust.

(xxiii) INVESTMENT COMPANY ACT. Neither the Company nor the
Trust is, and upon the issuance and sale of the Securities as herein
contemplated and the application of the net proceeds therefrom as
described in the Prospectus will not be, an "investment company" or
an entity

<PAGE>

"controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940
Act").

(xxiv) LISTING OF THE TRUST PREFERRED SECURITIES. The Trust
Preferred Securities have been approved for listing on the New York
Stock Exchange.

(xxv) PUBLIC UTILITY HOLDING COMPANY ACT COMPLIANCE. Except
for the Company, no person or corporation which is a "holding company"
or a "subsidiary of a holding company" within the meaning of such terms
as defined in the Public Holding Company Act of 1935, as amended (the
"1935 Act"), directly or indirectly owns, controls or holds with power
to vote 10% or more of the outstanding voting securities of WPSC; the
Company is exempt from all of the provisions of the 1935 Act except
Section 9(a)(2); neither the Company nor WPSC is a registered holding
company as defined in the 1935 Act.

(xxvi) POSSESSION OF STATUTORY AUTHORITY AND FRANCHISES. Each
of the Company, WPSC, ESI, and PDI has statutory authority, franchises,
and consents free from burdensome restrictions and adequate for the
conduct of the business in which it is engaged.

(xxvii) RESTRICTIONS ON DIVIDENDS. The Prospectus accurately
describes the most restrictive of the existing limitations on the
payment of dividends by WPSC on the shares of common stock of WPSC held
by the Company.

(b) OFFICER AND TRUSTEE CERTIFICATES. Any certificate
signed by any officer of the Company or any of its subsidiaries or by a Trustee
of the Trust that is delivered to the Underwriters shall be deemed a
representation and warranty by the Company or the Trust, as the case may be, to
each Underwriter as to the matters stated therein.

SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

(a) PURCHASE PRICE. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Trust agrees to issue and sell to each Underwriter, and each
Underwriter, severally and not jointly, agrees to purchase from the Trust, at
the price per Trust Preferred Security set forth in Schedule B, the number of
Preferred Securities set forth in Schedule A opposite the name of such
Underwriter (except as otherwise provided in Schedule B), plus any additional
number of Trust Preferred Securities that such Underwriter may become obligated
to purchase pursuant to the provisions of Section 10 hereof.

(b) UNDERWRITERS' COMPENSATION. As compensation to the
Underwriters for their commitments hereunder and in view of the fact that the
proceeds of the sale of the Trust Preferred Securities will be used to purchase
the Subordinated Debentures of the Company, the Company hereby agrees to pay at
Closing Time to A.G. Edwards, for the accounts of the several Underwriters, a
commission per Trust Preferred Security set forth in Schedule B for the
Preferred Securities to be delivered by the Trust hereunder at Closing Time.

(c) PAYMENT. The Trust Preferred Securities to be purchased
by each Underwriter hereunder will be represented by a global certificate or
certificates in book entry form which will be deposited by or on behalf of the
Trust with The Depository Trust Company ("DTC") or its designated

<PAGE>

nominee and registered in the name of Cede & Co., as nominee of DTC. The
Trust will deliver the Trust Preferred Securities to A.G. Edwards, for the
account of each Underwriter, against payment by and behalf of such
Underwriter of the purchase price therefor, by causing DTC to credit the
Trust Preferred Securities to the account of A.G. Edwards at DTC. Payment of
the purchase price shall be made to the Trust by wire transfer of immediately
available funds to a bank account designated by the Trust. It is understood
that each Underwriter has authorized A.G. Edwards, for its account, to accept
delivery of, issue receipt for, and make payment of the purchase price for,
the Trust Preferred Securities which it has agreed to purchase. Such
delivery and payment shall be made at the offices of Foley & Lardner, 777
East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or at such other place as
shall be agreed upon by the Company, the Trust and the Underwriters, at 9:00
A.M. (central time) on the third (fourth, if the pricing occurs after 4:30
P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10), or such
other time not later than ten business days after such date as shall be
agreed upon by the Underwriters, the Company, and the Trust (such time and
date of payment and delivery being herein called the "Closing Time").

At Closing Time the Company will pay, or cause to be paid, the
commission payable at such time under this Section 2 to a bank account
designated by A.G. Edwards, on behalf of the Underwriters, by wire transfer of
immediately available funds.

SECTION 3. COVENANTS OF THE OFFERORS. Each of the Offerors jointly
and severally covenants with each Underwriter as follows;

(a) COMPLIANCE WITH SECURITIES REGULATIONS AND
COMMISSION REQUESTS. The Offerors, subject to Section 3(b), will comply with
the requirements of Rule 430A or Rule 434, as applicable, and will notify A.G.
Edwards immediately, on behalf of the Underwriters, and confirm the notice in
writing, (i) when any post-effective amendment to the Registration Statement
shall become effective, or any supplement to the Prospectus or any amended
Prospectus shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or
for additional information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of any
order preventing or suspending the use of any preliminary prospectus, or of the
suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any
of such purposes. The Offerors will promptly effect the filings necessary
pursuant to Rule 424 (b) and will take such steps as they deem necessary to
ascertain promptly whether the form of prospectus transmitted for filing
under Rule 424(b) was received for filing by the Commission and, in the event
that it was not, they will promptly file such prospectus. The Offerors will
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

(b) FILING OF AMENDMENTS. The Offerors will give the
Underwriters notice of their intention to file or prepare any amendment to the
Registration Statement or any amendment, supplement or revision to either the
prospectus included in the Registration Statement at the time it became
effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or otherwise, will furnish the Underwriters with copies of any such documents a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the Underwriters or
counsel for the Underwriters shall reasonably object.

10
<PAGE>

(c) DELIVERY OF REGISTRATION STATEMENTS. The Offerors have
furnished or will deliver to the Underwriters and counsel for the Underwriters,
without charge, such number of signed and conformed copies of the Registration
Statement as originally filed and of each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and documents incorporated
or deemed to be incorporated by reference therein) and signed copies of all
consents and certificates of experts. The copies of the Registration Statement
and each amendment thereto furnished to the Underwriters will be
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) DELIVERY OF PROSPECTUSES. The Offerors will furnish to
each Underwriter, without charge, during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, such number of
copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

(e) CONTINUED COMPLIANCE WITH SECURITIES LAWS. The Offerors
will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution of
the Securities as contemplated in this Agreement and in the Prospectus. If at
any time when a prospectus is required by the 1933 Act to be delivered in
connection with sales of the Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel for
the Underwriters or for the Offerors, to amend the Registration Statement or
amend or supplement the Prospectus in order that the Prospectus will not include
any untrue statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, or if
it shall be necessary, in the opinion of such counsel, at any such time to amend
the Registration Statement or amend or supplement the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations, the
Offerors will promptly prepare and file with the Commission, subject to Section
3(b), such amendment or supplement as may be necessary to correct such
statement or omission or to make the Registration Statement or the Prospectus
comply with such requirements, and the Offerors will furnish to the
Underwriters such number of copies of such amendment or supplement as the
Underwriters may reasonably request.

(f) BLUE SKY QUALIFICATIONS. The Offerors will use their
reasonable best efforts, in cooperation with the Underwriters, to qualify the
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions as the Underwriters may designate and to maintain
such qualifications in effect for as long as may be necessary to complete the
distribution of the Trust Preferred Securities; provided, however, that neither
the Company nor the Trust shall be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in
securities in any jurisdiction in which it is not so qualified.

(g) RULE 158. The Company will timely file such reports
pursuant to the 1934 Act as are necessary in order to make generally available
to their respective securityholders as soon as practicable an earnings statement
for the purposes of, and to provide the benefits contemplated by, the last
paragraph of Section 11(a) of the 1933 Act.

<PAGE>

(h) USE OF PROCEEDS. The Trust will use the proceeds
received by it from the sale of the Trust Securities in the manner specified in
the Prospectus under "Use of Proceeds." The Company will use the proceeds
received by it from the sale of the Subordinated Debentures in the manner
specified in the Prospectus under "Use of Proceeds."

(i) RESTRICTION ON SALE OF SECURITIES. During a period of
30 days from the date of the Prospectus, neither the Trust nor the Company will,
without the prior written consent of A.G. Edwards, directly or indirectly, sell,
offer to sell, grant any option for the sale of, or otherwise dispose of, any
Trust Preferred Securities, any security convertible into or exchangeable into
or exercisable for Trust Preferred Securities or the Subordinated Debentures or
any subordinated debt securities substantially similar to the Subordinated
Debentures or equity securities substantially similar to the Trust Preferred
Securities (except for the Subordinated Debentures and the Trust Preferred
Securities issued pursuant to this Agreement).

(j) EXISTENCE AND GOOD STANDING OF THE TRUST. So long as
any Trust Preferred Securities are outstanding, the Trust will continue its
existence in good standing as a business trust under the Delaware Act with power
and authority to own property and conduct its business as described in the
Prospectus, and the Trust will remain duly qualified to transact business as a
foreign corporation in good standing in each jurisdiction in which such
qualification is necessary, except to the extent that the failure to so qualify
would not have a Material Adverse Effect on the Trust.

(k) REPORTING REQUIREMENTS. The Company, during the period
when the Prospectus is required to be delivered under the 1933 Act or the 1934
Act, will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods required by the 1934 Act and the 1934
Act Regulations.

(l) ISSUANCE OF GUARANTEE AND SUBORDINATED DEBENTURES.
The Company shall issue the Guarantees and the Subordinated Debentures
concurrently with the issuance and sale of the Trust Preferred Securities as
contemplated herein.

(m) LISTING OF SUBORDINATED DEBENTURES. The Offerors will
file all documents and notices and take such further actions as may be required
to continue to list the Trust Preferred Securities on the New York Stock
Exchange. If the Trust Preferred Securities are exchanged for Subordinated
Debentures, the Company will use its best efforts to effect the listing of the
Subordinated Debentures on the New York Stock Exchange.

SECTION 4. PAYMENT OF EXPENSES. (a) EXPENSES. The Company will
pay all expenses incident to the performance of each Offeror's obligations under
this Agreement, including, but not limited to, (i) the preparation,
reproduction and filing of the Registration Statement (including financial
statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, reproduction, and delivery to the Underwriters
of this Agreement, any Agreement among Underwriters and such other documents as
may be required in connection with the offering, purchase, sale, issuance or
delivery of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Trust Preferred Securities to the Underwriters, the Trust
Common Securities to the Company, and the Subordinated Debentures to the
Trust, including any stock or other transfer taxes and any stamp or other duties
payable upon the sale, issuance, or delivery of the Securities, (iv) the fees
and disbursements of the Trust's counsel, accountants and other advisors, (v)
any fees charged by Standard & Poor's Ratings Services ("S&P") or Moody's
Investors Services, Inc. ("Moody's") (each, a "Rating Agency") for rating the
Trust Preferred Securities,

<PAGE>

(vi) all fees and expenses in connection with the listing of the Trust
Preferred Securities and, if applicable, the Subordinated Debentures, on the
New York Stock Exchange, (vii) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel
for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey and any supplement thereto, (viii) the
printing and delivery to the Underwriters of copies of each preliminary
prospectus, the Prospectus, and any amendments or supplements thereto, (ix)
the preparation, reproduction and delivery to the Underwriters of copies of
the Blue Sky Survey and any supplement thereto, (x) the fees and expenses of
any transfer agent or registrar for the Securities,(xi) the fees and expenses
of the Debt Trustee, including the fees and reimbursements of counsel for the
Debt Trustee in connection with the Indenture and the Subordinated
Debentures, (xii) the fees and expenses of the Property Trustee and the
Guarantee Trustee, including the fees and disbursements of counsel for
the Property Trustee in connection with the Declaration and the Certificate
of Trust, and (xiii) the cost of qualifying the Trust Preferred Securities
with The Depository Trust Company.

(b) TERMINATION OF AGREEMENT. If this Agreement is
terminated by the Underwriters in accordance with the provisions of Section 5 or
Section 10(b) hereof, the Company shall reimburse the Underwriters for all of
their reasonable out-of-pocket expenses, including the fees and disbursements
of counsel for the Underwriters.

SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The
obligations of the several Underwriters hereunder are subject to the accuracy of
the representations and warranties of the Offerors contained in Section 1 hereof
or in certificates of any officer of the Company or any subsidiary or of any
Trustee of the Trust delivered pursuant to the provisions hereof, to the
performance by the Offerors of their covenants and other obligations hereunder,
and to the following further conditions:

(a) EFFECTIVENESS OF REGISTRATION STATEMENT. The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) and
Rule 430A(a)(3), if applicable, within the applicable time period prescribed for
such filing by the 1933 Act Regulations, and no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission.

(b) OPINION OF COUNSEL FOR OFFERORS. At Closing Time, the
Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Foley & Lardner, counsel for the Offerors, in form and substance
satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit
A hereto.

(c) OPINION OF SPECIAL DELAWARE COUNSEL FOR OFFERORS. At
Closing Time, the Underwriters shall have received the favorable opinion, dated
as of Closing Time, of Richards, Layton & Finger, P.A., special Delaware
counsel for the Offerors, in form and substance satisfactory to counsel for the
Underwriters, to the effect set forth in Exhibit B hereto.

(d) OPINION OF COUNSEL FOR TRUSTEES. At Closing Time, the
Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Bingham Dana LLP, counsel for the Property Trustee, the Debt Trustee,
and the Guarantee Trustee, and Richards, Layton & Finger, P.A., counsel for the
Delaware Trustee, in form and substance satisfactory to counsel for the
Underwriters, to the effect set forth in Exhibit C and Exhibit D, respectively.

<PAGE>

(e) OPINION OF COUNSEL FOR UNDERWRITERS. At Closing Time,
the Underwriters shall have received the favorable opinion, dated as of Closing
Time, of Schiff Hardin & Waite, counsel for the Underwriters, with respect to
the validity of the Trust Preferred Securities, the Registration Statement, the
Prospectus and other related matters as the Underwriters may reasonably request
(it being understood that such counsel may rely as to all matters of Wisconsin
law and legal conclusions based thereon upon the opinion of counsel for the
Company referred to in Section 5(b) and to all matters of Delaware law and legal
conclusions based thereon upon the opinion of counsel referred to in Section
5(c) hereof). Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries, and of Trustees of
the Trust, and certificates of public officials.

(f) OFFICER AND TRUSTEE CERTIFICATES. At the Closing Time,
there shall not have been, since the date hereof or since the respective dates
as of which information is given in the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its subsidiaries, considered as one
enterprise, whether or not arising in the ordinary course of business, and the
Underwriters shall have received certificates of the President or a Vice
President of the Company and of the chief financial or chief accounting officer
of the Company, dated as of Closing Time, to the effect that (A) there has been
no such material adverse change, (B) the representations and warranties in
Section 1(a) hereof are true and correct with the same force and effect as
though expressly made at and as of Closing Time, (C) the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (D) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or, to the best knowledge
of the Company, are contemplated by the Commission.

(g) ACCOUNTANT'S COMFORT LETTER. At the time of the
execution of this Agreement, the Underwriters shall have received from Arthur
Andersen LLP a letter, dated as of the date hereof, in form and substance
reasonably satisfactory to the Underwriters, to the effect that:

(i) they are independent public accountants with respect to
the Company and its subsidiaries within the meaning of the 1933 Act and
the applicable 1933 Act Regulations;

(ii) in their opinion, the audited consolidated financial
statements and financial statement schedule(s) incorporated by reference
in the Registration Statement and the Prospectus and included in the
Form 10-K comply as to form in all material respects with the applicable
accounting requirements of the Act, the 1933 Act Regulations, the 1934
Act and the applicable 1934 Act Regulations;

(iii) on the basis of (A) the performance of procedures
specified by the American Institute of Public Accountants for a review
of interim financial information as described in Statement on Auditing
Standards No. 71, Interim Financial Information, on the unaudited
consolidated balance sheets, the unaudited consolidated statements of
income and retained earnings, and the unaudited consolidated statements
of cash flows, of the Company and its subsidiaries included in the
Company and WPSC's quarterly reports on Form 10-Q filed with the
Commission under Section 13 of the 1934 Act (the "Form 10-Q's)
subsequent to the Form 10-K, (B) a reading of the latest available
unaudited financial statements of the Company and its subsidiaries, (C)
a reading of the minutes of the Annual Meeting of Shareholders and the
latest minutes of meetings

<PAGE>

of the Board of Directors of the Company as set forth in the minute
books for the current year, and (D) inquiries of the officers of the
Company who have responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not constitute an
audit made in accordance with GAAP and would not necessarily reveal
matters of significance with respect to the comments made in such
letter, and accordingly that Arthur Andersen LLP makes no
representation as to the sufficiency of such procedures for the
purposes of the several Underwriters), nothing has come to their
attention which caused them to believe that (1) any material
modifications should be made to the unaudited consolidated financial
statements included in the Form 10-Q's for them to be in conformity
with GAAP; (2) the unaudited consolidated financial statements
included in the Form 10-Q's do not comply as to form in all material
respects with the applicable accounting requirements of the 1934 Act
and the 1934 Act Regulations, as they apply to Form 10-Q, or (3) at
the date of the latest available consolidated financial statements
and at a specified date not more than three business days prior to
the date of such letter, there was any change in the consolidated
capital stock or increase in the consolidated long-term debt of the
Company and its subsidiaries or any decrease in the consolidated net
assets or shareholders' equity of the Company, in each case as
compared with the amounts shown in the most recent consolidated
balance sheet of the Company incorporated by reference into the
Registration Statement and the Prospectus or, during the period from
the date of such balance sheet to a specified date not more than
three business days prior to the date of such letter, upon inquiries
of the appropriate officers of the Company, there were any decreases,
as compared with the corresponding period in the preceding year, in
consolidated operating revenues, consolidated net income or earnings
per share, except in each case as set forth in or contemplated by the
Registration Statement and the Prospectus or except for such
exceptions enumerated in such letter as shall have been agreed to by
the Underwriters and the Company; and

(iv) In addition to the audits referred to in their report
appearing in the Form 10-K incorporated by reference in the Registration
Statement and the Prospectus, and the limited procedures referred to in
clause (iii) above, they have carried out certain other specified
procedures, not constituting an audit, with respect to certain amounts,
percentages, and financial information which are included or
incorporated by reference in the Registration Statement and the
Prospectus and which are specified by the Underwriters, and have found
such amounts, percentages, and financial information to be in agreement
with the relevant accounting, financial and other records of the Company
and its subsidiaries identified in such letter.

(h) BRING-DOWN COMFORT LETTER. At Closing Time, the Underwriters
shall have received from Arthur Andersen LLP a letter, dated as of Closing Time,
to the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (h) of this Section, except that the specified date
referred to shall be a date not more than three calendar days prior to Closing
Time.

(i) MAINTENANCE OF RATINGS. At Closing Time, the Trust Preferred
Securities shall be rated at least ______ by S&P and ______ by Moody's; and the
Company shall have delivered to the Underwriters a letter, dated the Closing
Time, from each such rating agency, or other evidence satisfactory to the
Underwriters, confirming that the Trust Preferred Securities have such ratings;
since the date of this Agreement, there shall not have occurred a downgrading in
the rating assigned to the Trust Preferred Securities or any of the other
securities of the Company or WPSC by S&P or Moody's, and neither S&P or Moody's
shall have publicly announced that it has under surveillance or review its
rating of the Trust Preferred Securities or any of the Company's or WPSC's
securities.

<PAGE>

(j) EXECUTION OF AGREEMENTS. The Declaration, the Preferred
Securities Guarantee and the Indenture shall have been executed and delivered,
in each case in a form reasonably satisfactory to the Underwriters.

(k) APPROVAL OF LISTING. The Trust Preferred Securities shall
have been duly listed, subject to official notice of issuance, on the New
York Stock Exchange.

(l) ADDITIONAL DOCUMENTS. At Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as they
may require for the purpose of enabling them to pass upon the issuance and sale
of the Securities as herein contemplated, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Offerors in
connection with the issuance and sale of the Securities as herein contemplated
shall be satisfactory in form and substance to the Underwriters and
their counsel.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by A.G. Edwards, on behalf of the Underwriters, by notice to the
Offerors at any time at or prior to Closing Time, and such termination shall be
without liability of any party to any other party, except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and
remain in full force and effect.

SECTION 6. INDEMNIFICATION

(a) INDEMNIFICATION OF UNDERWRITERS. The Offerors jointly and
severally agree to indemnify and hold harmless each Underwriter and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a
material fact included in any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission; provided that any such
settlement is effected with the written consent of the Trust and the
Company; and

(iii) against any and all expense whatsoever (including the
fees and disbursements of counsel chosen by A.G. Edwards) reasonably
incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental
agency or body,

<PAGE>

commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, at the time that such expense is incurred, to the extent
that any such expense is not paid under (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through A.G. Edwards expressly for use in the Registration Statement
(or any amendment thereto) or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto); and provided, further, that this indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such loss,
liability, claim, damage or expenses purchased Securities, or any person
controlling such Underwriter, if the Offerors sustain the burden of proving that
a copy of the Prospectus (as then amended or supplemented if the Company or the
Trust shall have furnished any such amendments or supplements thereto, but
excluding documents incorporated or deemed to be incorporated by reference
therein), was not sent or given by or on behalf of such Underwriter to such
person, if such is required by law, at or prior to the written confirmation of
the sale of such Securities to such person and if the Prospectus (as so amended
or supplemented, but excluding documents incorporated or deemed to be
incorporated by reference therein) would have corrected the defect giving rise
to such loss, liability, claim, damage or expense, it being understood that this
proviso shall have no application if such defect shall have been corrected in a
document which is incorporated or deemed to be incorporated by reference in the
Prospectus.

(b) INDEMNIFICATION OF COMPANY, TRUST, OFFICERS, DIRECTORS AND
TRUSTEES. Each Underwriter severally agrees to indemnify and hold harmless the
Trust, each of the Trustees of the Trust, the Company, the Company's directors,
each of the Company's officers who signed the Registration Statement, and each
person, if any, who controls the Trust or the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all
loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through A.G. Edwards expressly for use in the
Registration Statement (or any amendment thereto) or in such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section
6(a) above, counsel to the indemnified parties shall be selected by A.G.
Edwards, and, in the case of parties indemnified pursuant to Section 6(b) above,
counsel to the indemnified parties shall be selected by the Company, in each
case reasonably acceptable to the indemnifying party. An indemnifying party may
participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the
consent of the indemnified party) also be counsel to the indemnified party. In
no event shall the indemnifying parties be liable for fees and expenses of more
than one counsel (in

<PAGE>

addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification
or contribution could be sought under this Section 6 or Section 7 hereof
(whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim, and
(ii) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.

SECTION 7. CONTRIBUTION. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Offerors on the one hand and the Underwriters on the other hand from the
offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Offerors on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as
well as any other relevant equitable considerations.

The relative benefits received by the Offerors on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and Trust and the total underwriting commission received by the Underwriters, in
each case as set forth on the cover of the Prospectus, bear to the aggregate
initial public offering price of the Securities as set forth on such cover.

The relative fault of the Offerors on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Offerors or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

The Offerors and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

<PAGE>

Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each Trustee of the Trust, and each person, if any,
who controls the Company or the Trust, within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company and the Trust. The Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the number of Trust Preferred Securities set forth opposite their respective
names in Schedule A hereto and not joint.

SECTION 8. REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries or in
certificates of Trustees of the Trust submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or controlling person, or by or on behalf of the
Company or the Trust, and shall survive delivery of the Trust Preferred
Securities to the Underwriters.

SECTION 9. TERMINATION OF AGREEMENT

(a) TERMINATION; GENERAL. The Underwriters may terminate this
Agreement, by notice to the Offerors, at any time at or prior to the Closing
Time (i) if there has been, since the time of execution of this Agreement or
since the respective dates as of which information is given in the Prospectus,
any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries, considered as one enterprise, or the Trust, whether or not arising
in the ordinary course of business, or (ii) if there has occurred any material
adverse change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Underwriters, impracticable to market
the Trust Preferred Securities or to enforce contracts for the sale of the Trust
Preferred Securities, or (iii) if trading in any securities of the Company or
the Trust has been suspended or materially limited by the Commission or the New
York Stock Exchange, or if trading generally on the New York Stock Exchange has
been suspended or materially limited, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by any of said
exchanges or by such system or by order of the Commission, the National
Association of Securities Dealers, Inc. or any governmental authority, or (iv)
if a banking moratorium has been declared by either Federal or New York
authorities.

<PAGE>

(b) LIABILITIES. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7 and 8 shall survive such termination and remain in full force and
effect.

SECTION 10. DEFAULT BY ONE OR MORE UNDERWRITERS. If one or more of
the Underwriters shall fail at Closing Time to purchase the Trust Preferred
Securities (other than for some reason to justify, in accordance with the
provisions hereof, the cancellation or termination of its or their obligations
hereunder) which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), A.G. Edwards shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, A.G. Edwards shall not have completed such
arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the
number of Trust Preferred Securities to be purchased on such date, each of the
non-defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all
non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the number
of Trust Preferred Securities to be purchased on such date, this Agreement shall
terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination
of this Agreement, either A.G. Edwards or the Offerors shall have the right to
postpone the Closing Time for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements.

SECTION 11. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to A.G. Edwards at One North Jefferson Avenue,
St. Louis, Missouri 63103 , attention Robert P. Barnidge, and notices to the
Trust and the Company shall be directed to them at 700 North Adams Street, P. O.
Box 19001, Green Bay, Wisconsin 54307, attention Ralph G. Baeten.

SECTION 12. PARTIES. This Agreement shall each inure to the benefit
of and be binding upon the Underwriters, the Company and the Trust, and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Company and the Trust, and their respective
successors and the controlling persons and officers, directors and trustees
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Underwriters, the Company, and the Trust, and their respective successors, and
said controlling persons and officers, directors and trustees and their heirs
and

<PAGE>

legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Securities from any Underwriter shall be deemed
to be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SPECIFIED TIMES OF DAY REFER TO CENTRAL TIME.

SECTION 14. EFFECT OF HEADINGS. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

<PAGE>

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company and the Trust a counterpart
hereof, whereupon this instrument, along with all counterparts, will become
a binding agreement between the Underwriters, the Company and the Trust
in accordance with its terms.

Very truly yours,

WPS RESOURCES CORPORATION

By:
---------------------------
Name:
Title:

WPSR CAPITAL TRUST I
By: WPS Resources Corporation,
as sponsor

By:
---------------------------
Name:
Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

A.G. EDWARDS & SONS, INC.
ROBERT W. BAIRD & CO. INCORPORATED
LEGG MASON WOOD WALKER, INCORPORATED

By: A.G. EDWARDS & SONS, INC.

By:
------------------------------
Authorized Signatory

22
<PAGE>

SCHEDULE A

List of Underwriters

Number of Trust
Name of Underwriter Preferred Securities
- ------------------- --------------------

A. G. Edwards & Sons, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .

Robert W. Baird & Co. Incorporated . . . . . . . . . . . . . . . . . . . . .

Legg Mason Wood Walker, Incorporated . . . . . . . . . . . . . . . . . . . .

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2,000,000

23
<PAGE>

SCHEDULE B

Pricing Information

WPS Resources Corporation.

WPSR Capital Trust I

2,000,000

______% Trust Preferred Securities

1. The initial public offering price per security for the Trust
Preferred Securities, determined as provided in Section 2, shall be
$__________

2. The purchase price per security for the Trust Preferred
Securities to be paid by the several Underwriters shall be $__________.

24
<PAGE>

EXHIBIT A

Form of Opinion of Offerors' Counsel
(To Be Delivered pursuant to Section 5(b))

(i) The Company, WPSC, ESI and PDI have each been duly
incorporated and are validly existing and in active status as corporations
under the laws of the State of Wisconsin with power and authority (corporate
and other) to own their properties and conduct their present businesses as
described in the Prospectus. To the best of such counsel's knowledge and
information, each of the Company and WPSC is duly qualified to do business as
a foreign corporation in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify
or to be in good standing would not result in a Material Adverse Effect. The
Company has corporate power to enter into and perform its obligations under
the Underwriting Agreement.

(ii) All of the issued and outstanding common stock of the
Company, WPSC, ESI and PDI has been duly and validly issued and is fully
paid and non-assessable, except with respect to wage claims of employees of
the Company as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as such statutory provision has been judicially interpreted.
The Company is the record owner of all of the issued and outstanding common
stock of WPSC, ESI, and PDI.

(iii) The Underwriting Agreement has been duly authorized, executed
and delivered by the Company and the Trust.

(iv) The Declaration has been duly authorized, executed and
delivered by the Company and the Administrative Trustees, and constitutes a
valid and binding obligation of the Company and each of the Administrative
Trustees, enforceable against the Company and each of the Administrative
Trustees in accordance with its terms, except as enforcement thereof may be
limited by the Bankruptcy Exceptions; the Declaration conforms as to legal
matters to the description thereof in the Prospectus; the Declaration has
been duly qualified under the 1939 Act.

(v) The Trust Common Securities have been duly authorized and,
when issued, delivered and paid for in accordance with the Declaration and as
described in the Prospectus, will be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust; the
issuance of the Trust Common Securities is not subject to preemptive or other
similar rights; the Trust Common Securities conform as to legal matters to
the description thereof in the Prospectus.

(vi) The Trust Preferred Securities have been duly authorized, and
when issued, delivered and paid for by the Underwriters pursuant to the
Underwriting Agreement, will be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust;
the issuance of the Trust Preferred Securities is not subject to preemptive
or other similar rights; the Trust Preferred Securities conform as to legal
matters to the descriptions thereof in the Prospectus.

(vii) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by the Bankruptcy Exceptions;
the Indenture

25
<PAGE>

has been duly qualified under the 1939 Act; the Indenture conforms as to
legal matters to the description thereof in the Prospectus.

(viii) The Subordinated Debentures have been duly authorized,
executed and delivered by the Company, and when authenticated by the Trustee
in the manner provided in the Indenture and delivered against payment
therefor, will constitute valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforceable against the Company
in accordance with their terms, except as enforcement thereof may be limited
by the Bankruptcy Exceptions; the Subordinated Debentures conform as to legal
matters to the description thereof in the Prospectus.

(ix) Each of the Guarantee Agreements has been duly authorized,
executed and delivered, and the Preferred Securities Guarantee Agreement
constitutes a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by the Bankruptcy Exceptions; the
Preferred Securities Guarantee Agreement has been duly qualified under the
1939 Act; the Guarantees and the Guarantee Agreements conform as to legal
matters to the descriptions thereof in the Prospectus.

(x) Neither the Company nor the Trust is an "investment company"
or an entity "controlled" by an "investment company," as such terms are
defined in the 1940 Act.

(xi) The Registration Statement has been declared effective under
the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b)
has been made in the manner and within the time period required by Rule 424
(b); and, to the best of such counsel's knowledge and information, no stop
order suspending the effectiveness of the Registration Statement has been
issued under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or threatened by the Commission.

(xii) The Registration Statement, the Prospectus, and each
amendment or supplement to the Registration Statement and Prospectus,
excluding the documents incorporated by reference therein, as of their
respective effective or issue dates (other than the financial statements and
supporting schedules included or incorporated by reference therein as to
which such counsel need express no opinion) complied as to form in all
material respects with the requirements of the 1933 Act, the 1933 Act
Regulations, the 1939 Act and the 1939 Act Regulations.

(xiii) The documents incorporated by reference in the Prospectus
(other than the financial statements and supporting schedules included or
incorporated by reference therein as to which such counsel need express no
opinion), when they were filed with the Commission, complied as to form in
all material respects with the requirements of the 1934 Act and the 1934 Act
Regulations.

(xiv) All descriptions in the Registration Statement of contracts
and other documents to which the Company, its subsidiaries, or the
Trust are a party are accurate in all material respects; to the best of such
counsel's knowledge and information, there are no franchises, contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Registration Statement or to
be filed as exhibits thereto other than those described or referred to
therein or filed or incorporated by reference as exhibits thereto, and the
descriptions thereof are correct in all material respects.

26
<PAGE>

(xv) Such counsel's opinion set forth under "United States Federal
Income Taxation" is confirmed.

(xvi) To the best of such counsel's knowledge and information, (a)
neither the Company, WPSC, ESI or PDI is in violation of its charter or
by-laws, the Trust is not in violation of the Declaration, and (b) neither
the Company, WPSC, ESI, PDI or the Trust has defaulted in the due performance
or observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease
or other agreement or instrument that is described or referred to in the
Registration Statement or the Prospectus or filed or incorporated by
reference as an exhibit to the Registration Statement, which defaults remain
uncured and are, in the aggregate, material to the Company and its
subsidiaries considered as one enterprise, or to the Trust.

(xvii) No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority (other than under the 1933 Act, the 1933 Act Regulations, the 1939
Act and the 1939 Act Regulations, which have been obtained, or as may be
required under the securities or blue sky laws of the various states, as to
which such counsel need express no opinion) is necessary or required in
connection with the due authorization, execution and delivery of the
Underwriting Agreement, the offering, issuance, sale or delivery of the
Securities, the issuance and sale of the Trust Common Securities, or the
performance by the Company and the Trust of their respective obligations
pursuant to the Underwriting Agreement.

(xviii) To the best of such counsel's knowledge and other than set
forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or to
which any property of the Company or any of its subsidiaries is subject that,
if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect; or which
might reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in the Underwriting Agreement
or the performance by the Company or the Trust of their respective
obligations thereunder and, to the best of knowledge of such counsel, no such
proceedings are overtly threatened by governmental authorities or others.

(xix) The execution, delivery and performance of the Underwriting
Agreement, the Declaration, the Indenture, and the Guarantee Agreements,
the consummation by the Company and the Trust of the transactions
contemplated thereby and in the Registration Statement (including the
issuance and sale of the Securities), the filing of the Certificate of Trust
with the Secretary of State of the State of Delaware, and compliance by the
Company and the Trust with the terms of the foregoing do not and will not,
whether with or without the giving of notice or lapse of time or both,
conflict with or constitute a breach of, or a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its subsidiaries or the Trust pursuant to,
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument known to such counsel to
which the Company or any of its subsidiaries or the Trust is a party or by
which it or any of them may be bound, or to which any of the property or
assets of the Company or any of its subsidiaries or the Trust is subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will such
action result in any violation of the provisions of the charter or by-laws of
the Company or any of its subsidiaries, or the Declaration, or any applicable
law, statute, rule, regulation, judgment, order, writ or decree, known to
such counsel, of any government, government instrumentality, or court (other
than the securities or blue sky laws of the various states, as to which such
counsel need express no opinion) (except for the indemnification

27
<PAGE>

provisions which may be unenforceable as against public policy under certain
circumstances), having jurisdiction over the Company or any of its
subsidiaries or the Trust or any of their respective properties, assets or
operations.

(xx) Each of the Company, WPSC, ESI, and PDI has statutory
authority, franchises, and consents free from burdensome restrictions and
adequate for the conduct of the business in which it is engaged as of the
date hereof, as described in the Prospectus, except to the extent that the
absence of such statutory authority or the failure to obtain such franchises
or consents would not have a Material Adverse Effect on the Company and its
subsidiaries, considered as one enterprise.

Such counsel should also state, in its opinion, that nothing
has come to its attention that leads it to believe that the Registration
Statement or any amendment thereto (except for financial statements and
schedules and other financial data included or incorporated by reference
therein, as to which such counsel need make no statement), at the time such
Registration Statement or any such amendment became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus or any amendment or supplement thereto
(except for financial statements and schedules and other financial data
included or incorporated by reference therein, as to which such counsel need
make no statement), at the time the Prospectus was issued, at the time any
such amended or supplemented prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

In rendering such opinion, such counsel (A) may rely, as to
matters of Delaware law relating to the Trust, the Trust Securities and the
Declaration, upon the opinion of Richards, Layton & Finger, P.A., special
Delaware counsel to the Company and the Trust, which shall be delivered in
accordance with Section 5(c) of the Underwriting Agreement, (B) may assume,
as to matters of New York law relating to the Indenture, the Subordinated
Debentures, the Guarantee Agreements, and the Underwriting Agreement, that
New York law does not differ from Wisconsin law in any material respect and
may appropriately qualify its opinion with respect to the enforceability of
the choice of law provisions, and (C) may rely, as to matters of fact (but
not as to legal conclusions), to the extent it deems proper, on certificates
of responsible officers of the Company, the Trustees and public officials.

28
<PAGE>

EXHIBIT B

Form of Opinion of Special Delaware Counsel for the Company and the Trust
(To Be Delivered pursuant to Section 5(c))

(i) The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Act, and all filings
required under the laws of the State of Delaware with respect to the creation
and valid existence of the Trust as a business trust have been made.

(ii) Under the Delaware Act and the Declaration, the Trust has the
trust power and authority to own property and conduct its business, all as
described in the Prospectus.

(iii) Under the Delaware Act and the Declaration, the Trust has the
trust power and authority to (a) execute and deliver, and to perform its
obligations under the Underwriting Agreement, (b) to issue and perform its
obligations under the Trust Securities and (c) to purchase and hold the
Subordinated Debentures.

(iv) Under the Delaware Act and the Declaration, the execution
and delivery by the Trust of the Underwriting Agreement and the performance
by the Trust of its obligations thereunder have been duly authorized by all
necessary trust action on the part of the Trust.

(v) The Declaration constitutes a valid and binding obligation of
the Company and the Trustees, and is enforceable against the Company and the
Trustees, in accordance with its terms, subject to the effect upon
enforceability of the Declaration of (i) applicable bankruptcy, insolvency,
reorganization, liquidation, moratorium, receivership, fraudulent conveyance
or transfer and other similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including
applicable law relating to fiduciary duties (regardless of whether considered
and applied in a proceeding in equity or at law), and (iii) the effect of
applicable public policy on the enforceability of provisions relating to
indemnification or contribution.

(vi) The Trust Preferred Securities have been duly authorized by
the Declaration, and when issued, delivered and paid for by the Underwriters
pursuant to the Underwriting Agreement will be validly issued, fully paid
and non-assessable undivided beneficial interests in the assets of the
Trust; the holders of the Trust Preferred Securities, as beneficial owners of
the Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under
the General Corporation Law of the State of Delaware; provided that such
counsel may note that holders of Trust Preferred Securities will be required
to make certain payments described in the Declaration; under the Delaware
Act, the certificate attached to the Declaration as Exhibit A-l is an
appropriate form of certificate to evidence ownership of the Trust Preferred
Securities.

(vii) The Trust Common Securities have been duly authorized by the
Declaration and, when issued, delivered and paid for in accordance with the
Declaration and as described in the Prospectus, will be validly issued and
fully paid undivided beneficial interests in the assets of the Trust.

(viii) Under the Delaware Act and the Declaration, the issuance of
the Trust Securities is not subject to preemptive or other similar rights.

29
<PAGE>

(ix) The issuance and sale by the Trust of the Trust Securities,
the purchase by the Trust of the Subordinated Debentures, the execution,
delivery and performance by the Trust of the Underwriting Agreement, the
consummation by the Trust of the transactions contemplated thereby and the
compliance by the Trust with its obligations thereunder do not violate (i)
any of the provisions of the Certificate of Trust or the Declaration or (ii)
any applicable Delaware law or administrative regulation.

30
<PAGE>

EXHIBIT C

Form of Opinion of Counsel for Property Trustee
Guarantee Trustee and Debt Trustee
(To Be Delivered pursuant to Section 5(e))

(i) State Street Bank and Trust Company is a trust company, duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, with all necessary power and authority to
execute and deliver, and to carry out and perform its obligations under the
terms of the Declaration, the Guarantee Agreements and the Indenture.

(ii) The execution, delivery and performance by the Property
Trustee of the Declaration, the execution, delivery and performance by the
Guarantee Trustee of the Guarantee Agreements and the execution, delivery
and performance by the Debt Trustee of the Indenture have been duly
authorized by all necessary corporate action on the part of the Property
Trustee, the Guarantee Trustee and the Debt Trustee, respectively. The
Declaration, the Guarantee Agreements and the Indenture have been duly
executed and delivered by the Property Trustee, the Guarantee Trustee and the
Debt Trustee, respectively, and the Declaration, the Guarantee Agreements and
the Indenture constitute legal, valid and binding obligations of the Property
Trustee, the Guarantee Trustee, and the Indenture Trustee, respectively,
enforceable against the Property Trustee, the Guarantee Trustee and the
Indenture Trustee, respectively, in accordance with its terms, subject in
each case to (i) applicable bankruptcy, insolvency, reorganization,
liquidation, moratorium, receivership, fraudulent conveyance or transfer and
other similar laws relating to or affecting the rights and remedies of
creditors generally, (ii) principles of equity, including applicable law
relating to fiduciary duties (regardless of whether considered and applied in
a proceeding in equity or at law), and (iii) considerations of public policy
or the effect of applicable law relating to fiduciary duties.

(iii) The execution, delivery and performance of the Declaration,
the Guarantee Agreement and the Indenture by the Property Trustee, the
Guarantee Trustee and the Debt Trustee, respectively, do not conflict with or
constitute a breach of the charter or bylaws of the Property Trustee, the
Guarantee Trustee or the Debt Trustee, respectively, or, to the best of such
counsel's knowledge, without independent investigation, the terms of any
indenture or other agreement or instrument to which the Property
Trustee, the Guarantee Trustee or the Debt Trustee, respectively, is a party
or is bound or any judgment, order or decree to be applicable to the Property
Trustee, the Guarantee Trustee or the Debt Trustee, respectively, of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Property Trustee, the Guarantee
Trustee or the Debt Trustee, respectively.

(iv) No consent, approval or authorization of, or registration
with or notice to, any federal or Massachusetts banking authority is required
for the execution, delivery or performance by the Property Trustee, the
Guarantee Trustee or the Debt Trustee of the Declaration, the Guarantee
Agreements or the Indenture, respectively.

31
<PAGE>

EXHIBIT D

Form of Opinion of Counsel for Delaware Trustee
(To Be Delivered pursuant to Section 5(e))

(i) First Union Trust Company, National Association, is a
national banking association, with trust powers, with its principal place of
business in the State of Delaware, and is duly incorporated, validly existing
and in good standing under the laws of the United States with all necessary
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of the Declaration.

(ii) The execution, delivery and performance by the Delaware
Trustee of the Declaration have been duly authorized by all necessary
corporate action on the part of the Delaware Trustee. The Declaration has
been duly executed and delivered by the Delaware Trustee and constitutes the
legal, valid and binding obligation of the Delaware Trustee, enforceable
against the Delaware Trustee in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency, reorganization, liquidation, moratorium,
receivership, fraudulent conveyance or transfer and other similar laws
relating to or affecting the rights and remedies of creditors generally,
(ii) principles of equity, including applicable law relating to fiduciary
duties (regardless of whether considered and applied in a proceeding in
equity or at law), and (iii) the effect of applicable public policy on the
enforceability of provisions relating to indemnification or contribution.

(iii) The execution, delivery and performance of the Declaration
do not conflict with or constitute a breach of the charter or bylaws of the
Delaware Trustee or, to the best of such counsel's knowledge, without
independent investigation, the terms of any indenture or other agreement
or instrument to which the Delaware Trustee is a party or is bound or, to
the best of such counsel's knowledge, without independent investigation, any
judgment, order or decree applicable to the Delaware Trustee of any court,
regulatory body, administrative agency, governmental body or arbitrator of
the State of Delaware having jurisdiction over the banking and trust powers
of the Delaware Trustee.

(iv) No consent, approval or authorization of, or registration
with or notice to, any federal or Delaware banking authority is required for
the execution, delivery or performance of the Declaration by the Delaware
Trustee, other than the filing of the Certificate of Trust with the Delaware
Secretary of State.

<PAGE>

EXHIBIT 4.1

CERTIFICATE OF TRUST
OF WPSR CAPITAL TRUST I

THIS CERTIFICATE OF TRUST of WPSR Capital Trust I (the "Trust"), dated
as of June 9, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq).

1. NAME: The name of the business trust being formed hereby is "WPSR
Capital Trust I."

2. DELAWARE TRUSTEE: The name and address of the trustee of the Trust
which has its principal place of business in the State of Delaware is as
follows:

First Union Trust Company, National Association
One Rodney Square, 1st Floor
Wilmington, DE 19801
Attention: Corporate Trust

3. EFFECTIVE DATE: This Certificate of Trust shall be effective as of
the date of filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

STATE STREET BANK AND
TRUST COMPANY,
not in its individual capacity
but solely as Trustee

By: /s/ Paul D. Allen /s/ Daniel P. Bittner
Name: Paul D. Allen Daniel P. Bittner,
Title: Vice President not in his individual capacity
but solely as Trustee

FIRST UNION TRUST COMPANY, /s/ Ralph G. Baeten
NATIONAL ASSOCIATION Ralph G. Baeten,
not in its individual capacity not in his individual capacity
but solely as Trustee but solely as Trustee

By: /s/ Stephen J. Kaba
Name: Stephen J. Kaba
Title: Vice President

<PAGE>
EXHIBIT 4.2

DECLARATION OF TRUST
OF
WPSR CAPITAL TRUST I

DECLARATION OF TRUST, dated as of June 9, 1998 (this "Declaration of
Trust"), by and among WPS Resources Corporation, a Wisconsin corporation, as
Sponsor, and Daniel P. Bittner, Ralph G. Baeten, State Street Bank and Trust
Company, a Massachusetts banking corporation, and First Union Trust Company,
National Association ("First Union Trust Company"), a national banking
association with its situs in the State of Delaware, not in their individual
capacities but solely as trustees of the Trust, as defined below
(collectively, the "Trustees"). The Sponsor and the Trustees hereby agree as
follows:

1. The trust created hereby shall be known as "WPSR Capital Trust I"
(the "Trust"), in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. Such amount shall constitute the initial trust
estate. It is the intention of the parties hereto that the Trust created
hereby constitutes a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 DEL. C. Section 3801 ET SEQ., as it may be amended from
time to time, or any successor legislation (the "Business Trust Act"), and
that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate
of trust with the Delaware Secretary of State in the form attached hereto.

3. The Sponsor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of
the Trust created hereby and the issuance of the Trust Preferred Securities
and Trust Common Securities referred to therein. Prior to the execution and
delivery of such amended and restated Declaration of Trust, the Trustees
shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may be necessary
to obtain, prior to such execution and delivery, any licenses, consents or
approvals required by applicable law or otherwise.

4. The Sponsor, as the sponsor of the Trust is hereby authorized, in
its discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 (the "1933 Act Registration Statement"),
including all pre-effective and post-effective amendments thereto, relating
to the registration of the Trust Preferred Securities of the Trust under the
Securities Act of 1933, as amended, and (b) a Registration Statement on Form
8-A (the "1934 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Trust
Preferred Securities of the Trust under Section 12(b) of

<PAGE>

the Securities Exchange Act of 1934, as amended; (ii) to file with the New
York Stock Exchange and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Trust Preferred
Securities to be listed on the New York Stock Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register the
Trust Preferred Securities under the securities or "Blue Sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement among the Trust, the Sponsor and the Underwriters
named in such Underwriting Agreement, substantially in the form included as
an exhibit to the 1933 Act Registration Statement. In the event that any
filing referred to in clauses (i)-(iii) above is required by the rules and
regulations of the Commission, the New York Stock Exchange or state
securities or "Blue Sky" laws, to be executed on behalf of the Trust by the
Trustees, in their capacities as Trustees of the Trust, are hereby authorized
and directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing, it being understood that the Trustees, in their
capacities as Trustees of the Trust, shall not be required to join in any
such filing or execute on behalf of the Trust any such document unless
required by the rules and regulations of the Commission, the New York Stock
Exchange or state securities or "Blue Sky" laws. In connection with all of
the foregoing, each Trustee other than State Street Bank and Trust Company
and First Union Trust Company, solely in his capacity as Trustee of the
Trust, hereby constitutes and appoints Ralph G. Baeten and Francis J. Kicsar,
or either of them, as its or his true and lawful attorney-in-fact, and agent,
with full power of substitution and resubstitution, for such Trustee or in
such Trustee's name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to the 1933 Act
Registration Statement and the 1934 Act Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as such Trustee might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, shall do or cause to be done by virtue hereof.

5. This Declaration of Trust may be executed in one or more
counterparts.

6. The number of Trustees initially shall be four (4) and thereafter
the number of Trustees shall be such number as shall be fixed from time to
time by a written instrument signed by the Sponsor which may increase or
decrease the number of Trustees; provided, however, that the number of
Trustees shall in no event be less than three (3); and provided, further that
to the extent required by the Business Trust Act, one Trustee shall either be
a natural person who is a resident of the State of Delaware or, if not a
natural person, an entity which has its principal place of business in the
State of Delaware. Subject to the foregoing, the Sponsor is entitled to
appoint or remove without cause any Trustee at any time. The Trustees may
resign upon thirty (30) days prior notice to the Sponsor.

<PAGE>

7. Notwithstanding any other provision of this Declaration of Trust,
First Union Trust Company, in its capacity as Trustee of the Trust, shall not
be entitled to exercise any of the powers, nor shall First Union Trust
Company, in its capacity as Trustee of the Trust, have any duties and
responsibilities of the other Trustees described in this Declaration of
Trust. First Union Trust Company, in its capacity as trustee of the Trust,
shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act.

8. No Trustee, nor any affiliate of any Trustee or any officers,
directors, shareholders, members, partners, employees, representatives or
agents of any Trustee or any employee or agent of the Trust or its affiliates
(each, an "Indemnified Person" and collectively, the "Indemnified Persons"),
shall be liable, responsible or accountable, in damages or otherwise, to the
Trust or any other person for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Declaration of Trust or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence or willful
misconduct with respect to such acts or omissions.

9. To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each Indemnified Person from and against
any loss, damage or claim incurred by such Indemnified Person by reason of
any act or omission performed or omitted by such Indemnified Person in good
faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Declaration of Trust, except that no Indemnified
Person shall be entitled to be indemnified in respect of any loss, damage or
claim incurred by such Indemnified Person by reason of gross negligence or
willful misconduct with respect to such acts or omissions.

10. To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an Indemnified Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be
advanced by the Sponsor prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by the Sponsor of an undertaking by
or on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in Section 9.

11. State Street Bank and Trust Company, and First Union Trust Company,
each may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust, the Sponsor and the other Trustees
shall have no rights by virtue of this Declaration of Trust in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. Neither State Street Bank
and Trust Company nor First Union Trust Company shall be obligated to present
any particular investment or other opportunity to

<PAGE>

the Trust even if such opportunity is of a character that, if presented to
the Trust, could be taken by the Trust, and State Street Bank and Trust
Company and First Union Trust Company shall each have the right to take for
its own account (individually or as a partner or fiduciary) or to recommend
to others any such particular investment or other opportunity. State Street
Bank and Trust Company and First Union Trust Company may engage or be
interested in any financial or other transactions with the Sponsor or any
affiliate of the Sponsor, and may act on any committee or body of holders of
securities or other obligations of the Sponsor or its affiliates.

12. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).

<PAGE>

IN WITNESS WHEREOF, the parities hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

WPS RESOURCES CORPORATION
as Sponsor

By: /s/ Larry L. Weyers
Name: Larry L. Weyers
Title: Chairman, President & CEO

STATE STREET BANK AND TRUST COMPANY
not in its individual capacity
but solely as Trustee

By: /s/ Paul D. Allen
Name: Paul D. Allen
Title: Vice President

FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Trustee

By: /s/ Stephen J. Kaba
Name: Stephen J. Kaba
Title: Vice President

/s/ Daniel P. Bittner
Daniel P. Bittner,
not in his individual capacity
but solely as Trustee

/s/ Ralph G. Baeten
Ralph G. Baeten,
not in his individual capacity
but solely as Trustee

<PAGE>
EXHIBIT 4.3

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

AMENDED AND RESTATED DECLARATION
OF TRUST

WPSR CAPITAL TRUST I

DATED AS OF , 1998
---------------

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
ARTICLE I INTERPRETATION AND DEFINITIONS. . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE II TRUST INDENTURE ACT. . . . . . . . . . . . . . . . . . . . . . . . . . .7
SECTION 2.1 Trust Indenture Act; Application . . . . . . . . . . . . . . . .7
SECTION 2.2 Lists of Holders of Trust Securities . . . . . . . . . . . . . .7
SECTION 2.3 Reports by the Property Trustee. . . . . . . . . . . . . . . . .8
SECTION 2.4 Periodic Reports to Property Trustee . . . . . . . . . . . . . .8
SECTION 2.5 Evidence of Compliance with Conditions Precedent . . . . . . . .8
SECTION 2.6 Events of Default; Waiver. . . . . . . . . . . . . . . . . . . .8
SECTION 2.7 Event of Default; Notice . . . . . . . . . . . . . . . . . . . 10

ARTICLE III ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.2 Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.3 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.4 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.5 Title to Property of the Trust . . . . . . . . . . . . . . . . 11
SECTION 3.6 Powers and Duties of the Administrative Trustees . . . . . . . 11
SECTION 3.7 Prohibition of Actions by the Trust and the Trustees . . . . . 13
SECTION 3.8 Powers and Duties of the Property Trustee. . . . . . . . . . . 14
SECTION 3.9 Certain Duties and Responsibilities of the Property
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.10 Certain Rights of the Property Trustee . . . . . . . . . . . . 17
SECTION 3.11 Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.12 Execution of Documents . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.13 Not Responsible for Recitals or Issuance of Trust
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.14 Duration of Trust. . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.15 Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IV SPONSOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.1 Sponsor's Purchase of Trust Common Securities. . . . . . . . . 21
SECTION 4.2 Responsibilities of the Sponsor. . . . . . . . . . . . . . . . 21

ARTICLE V TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.1 Number of Trustees . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.2 Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.3 Property Trustee; Eligibility. . . . . . . . . . . . . . . . . 23
SECTION 5.4 Qualifications of Administrative Trustees and
Delaware Trustee Generally . . . . . . . . . . . . . . . . . . 23
SECTION 5.5 Initial Trustees . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.6 Appointment, Removal and Resignation of Trustees . . . . . . . 24
SECTION 5.7 Vacancies among Trustees . . . . . . . . . . . . . . . . . . . 25
SECTION 5.8 Effect of Vacancies. . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.9 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

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<PAGE>

SECTION 5.10 Delegation of Power. . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.11 Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VI DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.1 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.2 Payments under Indenture or Pursuant to Direct Actions . . . . 27

ARTICLE VII ISSUANCE OF TRUST PREFERRED SECURITIES. . . . . . . . . . . . . . . . 27
SECTION 7.1 General Provisions Regarding Securities. . . . . . . . . . . . 27
SECTION 7.2 Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE VIII DISSOLUTION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 8.1 Dissolution of Trust . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE IX TRANSFER OF INTERESTS. . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 9.1 Transfer of Trust Securities . . . . . . . . . . . . . . . . . 29
SECTION 9.2 Transfer of Certificates . . . . . . . . . . . . . . . . . . . 30
SECTION 9.3 Deemed Trust Security Holders. . . . . . . . . . . . . . . . . 30
SECTION 9.4 Book Entry Interests . . . . . . . . . . . . . . . . . . . . . 30
SECTION 9.5 Notices to Clearing Agency . . . . . . . . . . . . . . . . . . 31
SECTION 9.6 Appointment of Successor Clearing Agency . . . . . . . . . . . 31
SECTION 9.7 Definitive Trust Preferred Security Certificates . . . . . . . 31
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates. . . . . . . 32

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF TRUST SECURITIES, TRUSTEES
OR OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 10.1 Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 10.2 Exculpation. . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 10.3 Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 10.4 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 10.5 Outside Businesses . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE XI ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 11.1 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 11.2 Certain Accounting Matters . . . . . . . . . . . . . . . . . . 35
SECTION 11.3 Banking. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 11.4 Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE XII AMENDMENTS AND MEETINGS . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 12.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 12.2 Meetings of the Holders of Trust Securities;
Action by Written Consent. . . . . . . . . . . . . . . . . . . 38

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE. . . . . . . 39
SECTION 13.1 Representations and Warranties of Property Trustee . . . . . . 39
SECTION 13.2 Representations and Warranties of Delaware Trustee . . . . . . 40

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<PAGE>

ARTICLE XIV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 14.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 14.2 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.3 Intention of the Parties . . . . . . . . . . . . . . . . . . . 42
SECTION 14.4 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.6 Partial Enforceability . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 14.8 Incorporation by Reference of Annex I. . . . . . . . . . . . . 43

</TABLE>

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<PAGE>

CROSS-REFERENCE TABLE *

Section of
Trust Indenture Act Section of
of 1939, as amended Declaration
- ------------------- -----------
<S> <C>

310(a) . . . . . . . . . . . . . . . . . . . . . . . . . 5.3(a)

310(b) . . . . . . . . . . . . . . . . . . . . . . . . . 5.3(c)

310(c) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable

311(c) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable

312(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)

312(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)

313 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3

314(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.4

314(b) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable

314(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5

314(d) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable

314(f) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable

315(a) . . . . . . . . . . . . . . . . . . . . . . . . . 3.9(b)

315(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.7

315(c) . . . . . . . . . . . . . . . . . . . . . . . . . 3.9(a)

315(d) . . . . . . . . . . . . . . . . . . . . . . . . . 3.9(a)

316(a) . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit A, 2.6

316(c) . . . . . . . . . . . . . . . . . . . . . . . . . 3.6(e)

</TABLE>

- -----------------------------
* This Cross-Reference Table does not constitute part of the Declaration
and shall not affect the interpretation of any of its terms or
provisions.

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<PAGE>

AMENDED AND RESTATED
DECLARATION OF TRUST
OF
WPSR CAPITAL TRUST I

THIS AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated
and effective as of , 1998, by and among WPS Resources
Corporation, a Wisconsin corporation, as Sponsor, and Daniel P. Bittner, and
Ralph G. Baeten, and State Street Bank and Trust Company, a Massachusetts trust
company with its principal office located in Boston, Massachusetts, and First
Union Trust Company, National Association, a national banking association with
its principal office located in Wilmington, Delaware, not in their individual
capacities, but solely as trustees of the Trust, as defined below (collectively,
the "Trustees"), and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Declaration.

WHEREAS, the Trustees and the Sponsor established WPSR Capital Trust I (the
"Trust"), a trust under the Delaware Business Trust Act pursuant to a
Declaration of Trust, dated as of , 1998 (the "Original
Declaration"), and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on , 1998, for the sole purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer; and

WHEREAS, all of the Trustees and the Sponsor, by this Declaration, amend
and restate each and every term and provision of the Original Declaration.

NOW, THEREFORE, it being the intention of the parties hereto to continue
the Trust as a business trust under the Delaware Business Trust Act, and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

ARTICLE I
INTERPRETATION AND DEFINITIONS

SECTION 1.1 DEFINITIONS.

(a) Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

(b) a term defined anywhere in this Declaration has the same meaning
throughout;

(c) all references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

(d) all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of, and Annexes and Exhibits
to, this Declaration unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and

<PAGE>

(f) a reference to the singular includes the plural and vice versa.

"ADMINISTRATIVE TRUSTEE" means any Trustee other than the Property
Trustee and the Delaware Trustee.

"AFFILIATE" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

"AUTHORIZED OFFICER" of a Person means any Person that is authorized
to bind such Person.

"BOOK ENTRY INTEREST" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

"BUSINESS DAY" means any day other than a day on which state or
federal banking institutions in New York, New York or Boston, Massachusetts
are authorized or required by law, executive order or regulation to close.

"BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to
time, or any successor legislation.

"CERTIFICATE" means a Trust Common Security Certificate or a Trust
Preferred Security Certificate.

"CLEARING AGENCY" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Trust Preferred Securities and in whose name or in the
name of a nominee of that organization a Global Certificate shall be
registered and which shall undertake to effect book entry transfers and
pledges of the Trust Preferred Securities.

"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.

"CLOSING DATE" means , 1998.

"CODE" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation. A reference to a specific section
of the Code refers not only to such specific section but also to any
corresponding provision of any federal tax statute enacted after the date
of this Declaration, as such specific section or corresponding provision is
in effect on the date of application of the provisions of this Declaration
containing such reference.

"COMMISSION" means the Securities and Exchange Commission.

"CORPORATE TRUST OFFICE" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee, the Debt
Trustee and the Trust Preferred Securities Guarantee Trustee shall, at any
particular time, be principally administered, which office at the

-2-

<PAGE>

date of execution of this Declaration is located at Two International
Place, 4th Floor, Boston, Massachusetts 02110.

"COVERED PERSON" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii)
the Trust's Affiliates and (b) any Holder of Trust Securities.

"DEBENTURE ISSUER" means WPS Resources Corporation. in its capacity as
issuer of the Debentures under the Indenture.

"DEBENTURES" means the series of Debentures to be issued by the
Debenture Issuer under the Indenture to be held by the Property Trustee,
for which a specimen certificate is included as Exhibit B.

"DEBT TRUSTEE" means State Street Bank and Trust Company, Boston
Massachusetts, not in its individual capacity but solely as trustee under
the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

"DEFINITIVE TRUST PREFERRED SECURITY CERTIFICATES" has the meaning set
forth in Section 9.4.

"DELAWARE TRUSTEE" has the meaning set forth in Section 5.2.

"DIRECTION" by a Person means a written direction signed: (a) if the
Person is a natural person, by that Person; or (b) in any other case, in
the name of such Person by one or more Authorized Officers of that Person.

"DISTRIBUTION" means a distribution payable to Holders of Trust
Securities in accordance with Section 6.1.

"EVENT OF DEFAULT" in respect of the Trust Securities means an Event
of Default (as defined in the Indenture) has occurred and is continuing in
respect of the Debentures.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

"FIDUCIARY INDEMNIFIED PERSON" has the meaning set forth in Section
10.4(b).

"FISCAL YEAR" has the meaning set forth in Section 11.1.

"GLOBAL CERTIFICATE" has the meaning set forth in Section 9.4.

"HOLDER" means a Person in whose name a Certificate representing a
Trust Security is registered, such Person being a beneficial owner within
the meaning of the Business Trust Act.

"INDEMNIFIED PERSON" means a WPSR Indemnified Person or a Fiduciary
Indemnified Person.

-3-

<PAGE>

"INDENTURE" means the Indenture dated as of , 1998,
between the Debenture Issuer and the Debt Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued.

"INVESTMENT COMPANY" means an investment company as defined in the
Investment Company Act.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

"INVESTMENT COMPANY EVENT" has the meaning set forth in Annex I
hereto.

"LEGAL ACTION" has the meaning set forth in Section 3.6(g).

"LIST OF HOLDERS" has the meaning set forth in Section 2.2.

"MAJORITY IN LIQUIDATION AMOUNT OF THE TRUST SECURITIES" means, except
as provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as
a single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities
voting separately as a class, who are the record owners of more than 50% of
the aggregate liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Trust Securities of the relevant class.

"OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any
Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Declaration shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;

(b) a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the Officers'
Certificate;

(c) a statement that each such officer has made such examination
or investigation as, in such officer's opinion, is necessary to enable
such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"PAYING AGENT" has the meaning specified in Section 3.8(h).

"PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company,
limited liability company, trust, unincorporated

-4-

<PAGE>

association, or government or any agency or political subdivision thereof,
or any other entity of whatever nature.

"PROPERTY TRUSTEE" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

"PROPERTY TRUSTEE ACCOUNT" has the meaning set forth in Section
3.8(c).

"QUORUM" means a majority of the Administrative Trustees or, if there
are only two Administrative Trustees, both of them.

"RELATED PARTY" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of
the Sponsor.

"RESPONSIBLE OFFICER" means, with respect to the Property Trustee, the
chairman of the board of directors, the president, any vice-president, any
assistant vice-president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer or assistant trust
officer or other officer of the Property Trustee customarily performing
functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

"RULE 3a-5" AND RULE 3a-7" mean respectively, Rule 3a-5 and Rule 3a-7
under the Investment Company Act or any successor rule thereunder.

"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

"SPONSOR" means WPS Resources Corporation, a Wisconsin corporation, or
any successor entity in a merger, consolidation or amalgamation, in its
capacity as sponsor of the Trust.

"SUCCESSOR PROPERTY TRUSTEE" means a successor Trustee possessing the
qualifications to act as Property Trustee under Section 5.3(a).

"SUPER MAJORITY" has the meaning set forth in Section 2.6(a)(ii).

"TAX EVENT" has the meaning set forth in Annex I hereto.

"10% IN LIQUIDATION AMOUNT OF THE TRUST SECURITIES" means, except as
provided in the terms of the Trust Securities or by the Trust Indenture
Act, Holder(s) of outstanding Trust Securities voting together as a single
class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Trust Common Securities,
voting separately as a class, who are the record owners of 10% or more of
the aggregate liquidation amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined)
of all outstanding Trust Securities of the relevant class.

-5-

<PAGE>

"TREASURY REGULATIONS" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to
time (including corresponding provisions of succeeding regulations).

"TRUSTEE" or "TRUSTEES" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office
in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee
or the Trustees shall refer to such Person or Persons solely in their
capacity as trustees hereunder.

"TRUST COMMON SECURITIES" has the meaning specified in Section 7.1.

"TRUST COMMON SECURITY CERTIFICATE" means a definitive certificate in
fully registered form representing a Trust Common Security substantially in
the form of Exhibit A-2.

"TRUST COMMON SECURITIES GUARANTEE" means the guaranty agreement to be
dated as of , 1998 of the Sponsor in respect to the
Trust Common Securities.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

"TRUST PREFERRED SECURITIES GUARANTEE" means the guaranty agreement to
be dated as of , 1998, of the Sponsor in respect of the Trust
Preferred Securities.

"TRUST PREFERRED SECURITIES" has the meaning specified in Section 7.1.

"TRUST PREFERRED SECURITY BENEFICIAL OWNER" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book
Entry Interest, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

"TRUST PREFERRED SECURITY CERTIFICATE" means a certificate
representing a Trust Preferred Security substantially in the form of
Exhibit A-1.

"TRUST PREFERRED SECURITIES GUARANTEE TRUSTEE" means State Street Bank
and Trust Company, Boston Massachusetts, not in its individual capacity but
solely as trustee under the Trust Preferred Securities Guarantee until a
successor is appointed thereunder, and thereafter means such successor
trustee.

"TRUST SECURITIES" means the Trust Common Securities and the Trust
Preferred Securities.

"TRUST SECURITIES GUARANTEE" means each of the Trust Common Securities
Guarantee and the Trust Preferred Securities Guarantee.

"UNDERWRITING AGREEMENT" means the Underwriting Agreement for the
offering and sale of Trust Preferred Securities in substantially the form
of Exhibit C.

-6-

<PAGE>

"WPSR INDEMNIFIED PERSON" means (a) any Administrative Trustee, (b)
any Affiliate of any Administrative Trustee, (c) any officers, directors,
shareholders, members, partners, employees, representatives, or agents of
any Administrative Trustee or any Affiliate thereof, or (d) any officer,
employee or agent of the Trust or its Affiliates.

SECTION 1.2 INTERPRETATION.

References to the neuter gender include the masculine and feminine, where
appropriate. Terms which relate to accounting matters shall be interpreted in
accordance with generally accepted accounting principles in effect from time to
time. References to any statute mean such statute, as amended at the time, and
include any successor legislation. The word "or" is not exclusive, and the
words "herein," "hereof," and "hereunder" refer to this Declaration as a whole.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

(a) This Declaration is subject to the provisions of the Trust Indenture
Act that are required to be part of this Declaration and shall, to the extent
applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

(c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

(d) The application of the Trust Indenture Act to this Declaration shall
not affect the Trust's classification as a grantor trust for United States
Federal income tax purposes and shall not affect the nature of the Trust
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

SECTION 2.2 LISTS OF HOLDERS OF TRUST SECURITIES.

(a) Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide the Property Trustee (i) within fourteen (14) days after
each record date for payment of Distributions, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders of the Trust Securities ("List of Holders") as of such record date,
PROVIDED THAT neither the Sponsor nor the Administrative Trustees, on behalf of
the Trust, shall be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders given to
the Property Trustee by the Sponsor and the Administrative Trustees, on behalf
of the Trust, and (ii) at any other time, within thirty (30) days of receipt by
the Trust of a written request from the Property Trustee for a List of Holders
as of a date no more than fourteen (14) days before such List of Holders is
given to the Property Trustee. The Property Trustee shall preserve, in as
current a form as is reasonably practicable, all information contained in Lists
of Holders given to it or which it receives in the capacity as Paying Agent (if
acting in such capacity); PROVIDED THAT the Property Trustee may destroy any
List of Holders previously given to it on receipt of a new List of Holders.

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(b) The Property Trustee shall comply with its obligations under Sections
311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 REPORTS BY THE PROPERTY TRUSTEE.

On or before July 15 of each year the Property Trustee shall provide to the
Holders of the Trust Preferred Securities such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO PROPERTY TRUSTEE.

Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

Each of the Sponsor and the Administrative Trustees, on behalf of the
Trust, shall provide to the Property Trustee such evidence of compliance with
any conditions precedent, if any, provided for in this Declaration that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

(a) The Holders of a Majority in liquidation amount of Trust Preferred
Securities may, by vote, on behalf of the Holders of all of the Trust Preferred
Securities, waive any past Event of Default in respect of the Trust Preferred
Securities and its consequences, PROVIDED THAT, if the underlying Event of
Default under the Indenture:

(i) is not waivable under the Indenture, the Event of Default under
the Declaration shall also not be waivable; or

(ii) requires the consent or vote of greater than a majority in
principal amount of the holders of the Debentures (a "Super Majority") to
be waived under the Indenture, the Event of Default under the Declaration
may only be waived by the vote of the Holders of at least the proportion in
liquidation amount of the Trust Preferred Securities that the relevant
Super Majority represents of the aggregate principal amount of the
Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act, and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Trust Securities, as permitted by the Trust Indenture Act. Upon such waiver, any
such default shall cease to exist, and any Event of Default with respect to the
Trust Preferred Securities arising therefrom shall be deemed to have been cured,
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Trust
Preferred Securities or impair any right consequent thereon. Any waiver by the
Holders of the Trust

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Preferred Securities of an Event of Default with respect to the Trust
Preferred Securities shall also be deemed to constitute a waiver by the
Holders of the Trust Common Securities of any such Event of Default with
respect to the Trust Common Securities for all purposes of this Declaration
without any further act, vote, or consent of the Holders of the Trust Common
Securities.

(b) The Holders of a Majority in liquidation amount of the Trust
Common Securities may, by vote, on behalf of the Holders of all of the Trust
Common Securities, waive any past Event of Default with respect to the Trust
Common Securities and its consequences, PROVIDED THAT, if the underlying Event
of Default under the Indenture:

(i) is not waivable under the Indenture, except where the Holders of
the Trust Common Securities are deemed to have waived such Event of Default
under the Declaration as provided below in this Section 2.6(b), the Event
of Default under the Declaration shall also not be waivable; or

(ii) requires the consent or vote of a Super Majority to be waived,
except where the Holders of the Trust Common Securities are deemed to have
waived such Event of Default under the Declaration as provided below in
this Section 2.6(b), the Event of Default under the Declaration may only be
waived by the vote of the Holders of at least the proportion in liquidation
amount of the Trust Common Securities that the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding;

PROVIDED further, each Holder of Trust Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Trust Common Securities and its consequences until all Events of Default with
respect to the Trust Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default have been so cured, waived or
otherwise eliminated, the Property Trustee will be deemed to be acting solely on
behalf of the Holders of the Trust Preferred Securities and only the Holders of
the Trust Preferred Securities will have the right to direct the Property
Trustee in accordance with the terms of the Trust Securities. The foregoing
provisions of this Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act, and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Declaration and the Trust Securities, as permitted by the Trust Indenture Act.
Subject to the foregoing provisions of this Section 2.6(b), upon such waiver,
any such default shall cease to exist, and any Event of Default with respect to
the Trust Common Securities arising therefrom shall be deemed to have been cured
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Trust Common
Securities or impair any right consequent thereon.

(c) A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Trust Preferred
Securities constitutes a waiver of the corresponding Event of Default under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu
of Section 316(a)(1)(B) of the Trust Indenture Act, and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this
Declaration and the Trust Securities, as permitted by the Trust Indenture Act.

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SECTION 2.7 EVENT OF DEFAULT; NOTICE.

(a) The Property Trustee shall, within ninety (90) days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Trust Securities, notices of all defaults with
respect to the Trust Securities known to the Property Trustee, unless such
defaults have been cured before the giving of such notice (the term "defaults"
for the purposes of this Section 2.7(a) being hereby defined to be an Event of
Default as defined in the Indenture, not including any periods of grace provided
for therein and irrespective of the giving of any notice provided therein);
PROVIDED THAT, except for a default in the payment of principal of (or premium,
if any) or interest on any of the Debentures or in the payment of any sinking
fund installment established for the Debentures, the Property Trustee shall be
protected in withholding such notice if and so long as a the board of directors,
the executive committee, or a trust committee of directors and/or Responsible
Officer of the Property Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Trust Securities.

(b) The Property Trustee shall not be deemed to have knowledge of any
default except:

(i) a default under Sections 6.01(a)(1) and 6.01(a)(2) of the
Indenture; or

(ii) any default as to which the Property Trustee shall have received
written notice or of which a Responsible Officer of the Property Trustee
charged with the administration of the Declaration shall have actual
knowledge.

ARTICLE III
ORGANIZATION

SECTION 3.1 NAME.

The Trust is named "WPSR Capital Trust I," as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Holders of Trust Securities. The Trust's activities may be conducted under the
name of the Trust or any other name deemed advisable by the Administrative
Trustees.

SECTION 3.2 OFFICE.

The address of the principal office of the Trust is c/o WPS Resources
Corporation, 700 North Adams Street, P.O. Box 19001, Green Bay, Wisconsin
54307-9001. On ten (10) Business Days' prior written notice to the Holders of
Trust Securities, the Administrative Trustees may designate another principal
office.

SECTION 3.3 PURPOSE.

The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures,
and (b) except as otherwise limited herein, to engage in only those other
activities necessary or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.

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The Trust will be classified as a grantor trust for United States federal
income tax purposes under Subpart E of Subchapter J of the Code, pursuant to
which the owners of the Trust Preferred Securities and the Trust Common
Securities will be the owners of the Trust for United States federal income tax
purposes, and such owners will include directly in their gross income the
income, deductions and credits of the Trust as if the Trust did not exist. By
the acceptance of this Trust, none of the Trustees, the Sponsor, the Holders of
the Trust Preferred Securities or Trust Common Securities or the Trust Preferred
Securities Beneficial Owners will take any position for United States federal
income tax purposes which is contrary to the classification of the Trust as a
grantor trust or the Debentures as indebtedness and the Trust Preferred
Securities and Trust Common Securities as evidence of an indirect beneficial
interest in the Debentures.

SECTION 3.4 AUTHORITY.

Subject to the limitations provided in this Declaration and to the specific
duties of the Property Trustee, the Administrative Trustees shall have exclusive
and complete authority to carry out the purposes of the Trust. An action taken
by the Administrative Trustees in accordance with their powers shall constitute
the act of and serve to bind the Trust, and an action taken by the Property
Trustee, on behalf of the Trust, in accordance with its powers shall constitute
the act of and serve to bind the Trust. In dealing with a Trustee or the
Trustees acting on behalf of the Trust, no Person shall be required to inquire
into the authority of such Trustee or Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and
authority of a Trustee or the Trustees as set forth in this Declaration.

SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.

Legal title to all assets of the Trust shall be vested in the Property
Trustee and shall be administered by the Property Trustee for the benefit of the
Holders in accordance with this Declaration. The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.

SECTION 3.6 POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.

The Administrative Trustees shall have the exclusive power, duty and
authority to cause the Trust to engage in the following activities:

(a) to issue and sell the Trust Preferred Securities and the Trust Common
Securities in accordance with this Declaration; PROVIDED, HOWEVER, that the
Trust may issue no more than one series of Trust Preferred Securities and no
more than one series of Trust Common Securities, and, PROVIDED FURTHER, that
there shall be no interests in the Trust other than the Trust Securities, and
the issuance of the Trust Securities shall be limited to a one-time,
simultaneous issuance of both the Trust Preferred Securities and the Trust
Common Securities on the Closing Date;

(b) in the event that any action referred to below is required, by the
rules and regulations of the Commission or state securities or blue sky laws, to
be taken by the Trustees, on behalf of the Trust, in connection with the issue
and sale of the Trust Preferred Securities, to:

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(i) execute and file with the Commission the registration statement
on Form S-3 prepared by the Sponsor, including any amendments thereto,
pertaining to the Trust Preferred Securities, the Trust Preferred
Securities Guarantee and the Debentures; and

(ii) execute and file any documents prepared by the Sponsor, or take
any acts as determined by the Sponsor to be necessary in order to qualify
or register all or part of the Trust Preferred Securities in any State in
which the Sponsor has determined to qualify or register such Trust
Preferred Securities for sale;

(c) to acquire the Debentures with the proceeds of the sale of the Trust
Preferred Securities and the Trust Common Securities; PROVIDED, HOWEVER, that
the Administrative Trustees shall cause legal title to the Debentures to be held
of record in the name of the Property Trustee for the benefit of the Holders of
the Trust Preferred Securities and the Holders of the Trust Common Securities;

(d) to give the Sponsor and the Property Trustee prompt written notice of
the occurrence of a Tax Event or an Investment Company Event;

(e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Trust Preferred Securities and Holders of Trust Common
Securities as to such actions and applicable record dates;

(f) to take all actions and perform such duties as may be required of the
Administrative Trustees pursuant to the terms of the Trust Securities;

(g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

(h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

(i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

(j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Administrative Trustee;

(k) to incur expenses that are necessary or incidental to carry out any of
the purposes of the Trust;

(l) to act as, or appoint another Person to act as, registrar and transfer
agent for the Trust Securities;

(m) to give prompt written notice to the Holders of the Trust Securities
of any notice received from the Debenture Issuer of its election to defer
payments of interest on the Debentures by extending the interest payment period
under the Indenture;

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(n) to take all action necessary to cause all applicable tax returns and
tax information reports that are required to be filed with respect to the Trust
to be duly prepared and filed on behalf of the Trust;

(o) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Trust Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

(p) to take any action, not inconsistent with this Declaration or with
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the activities of the Trust as set
out in this Section 3.6, including, but not limited to:

(i) causing the Trust not to be deemed to be an Investment Company
required to be registered under the Investment Company Act;

(ii) causing the Trust to be classified for United States federal
income tax purposes as a grantor trust; and

(iii) cooperating with the Debenture Issuer to ensure that the
Debentures will be treated as indebtedness of the Debenture Issuer for
United States federal income tax purposes,

PROVIDED THAT such action does not materially adversely affect the interests of
Holders; and

(q) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

(a) The Trust shall not, and the Trustees (including the Property Trustee)
shall cause the Trust not to, engage in any activity other than as required or
authorized by this Declaration. In particular, the Trust shall not and the
Trustees (including the Property Trustee) shall cause the Trust not to:

(i) invest any proceeds received by the Trust from holding the
Debentures, but shall distribute all such proceeds to Holders of Trust
Securities pursuant to the terms of this Declaration and of the Trust
Securities;

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(ii) acquire any assets other than as expressly provided herein;

(iii) possess Trust property for other than a Trust purpose;

(iv) make any loans or incur any indebtedness other than loans
represented by the Debentures;

(v) possess any power or otherwise act in such a way as to vary the
Trust assets or the terms of the Trust Securities in any way whatsoever;

(vi) issue any securities or other evidences of beneficial ownership
of, or beneficial interest in, the Trust other than the Trust Securities;
or

(vii) other than as provided in this Declaration or Annex I, (A)
direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (B)
waive any past default that is waivable under the Indenture, (C) exercise
any right to rescind or annul any declaration that the principal of all the
Debentures shall be due and payable, or (D) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required unless the Trust shall have received an opinion
of counsel to the effect that such modification will not cause more than an
insubstantial risk that for United States federal income tax purposes the
Trust will not be classified as a grantor trust.

SECTION 3.8 POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

(a) The legal title to the Debentures shall be owned by and held of record
in the name of the Property Trustee in trust for the benefit of the Holders of
the Trust Securities. The right, title and interest of the Property Trustee to
the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

(b) The Property Trustee shall not transfer its right, title and interest
in the Debentures to the Administrative Trustees or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

(i) establish and maintain a segregated non-interest bearing trust
account (the "Property Trustee Account") in the name of and under the
exclusive control of the Property Trustee on behalf of the Holders of the
Trust Securities and, upon the receipt of payments of funds made in respect
of the Debentures held by the Property Trustee, deposit such funds into the
Property Trustee Account and make payments to the Holders of the Trust
Preferred Securities and Holders of the Trust Common Securities from the
Property Trustee Account in accordance with Section 6.1. Funds in the
Property Trustee Account shall be held uninvested until disbursed in
accordance with this Declaration. The Property Trustee Account shall be an
account that is maintained with a banking institution the rating on whose
long-term unsecured indebtedness is at least equal to the rating (without
regard to gradations within a rating category) assigned to the

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Trust Preferred Securities by a "nationally recognized statistical rating
organization", as that term is defined for purposes of Rule 436(g)(2) under
the Securities Act;

(ii) engage in such ministerial activities as shall be necessary or
appropriate to effect the redemption of the Trust Preferred Securities and
the Trust Common Securities to the extent the Debentures are redeemed or
mature; and

(iii) upon written notice of distribution issued by the
Administrative Trustees in accordance with the terms of the Trust
Securities, engage in such ministerial activities as shall be necessary
or appropriate to effect the distribution of the Debentures to Holders of
Trust Securities upon the dissolution and liquidation of the Trust.

(d) The Property Trustee shall take all actions and perform such duties as
may be specifically required of the Property Trustee pursuant to the terms of
the Trust Securities.

(e) The Property Trustee shall take any Legal Action which arises out of
or in connection with (i) an Event of Default of which a Responsible Officer of
the Property Trustee has actual knowledge or (ii) the Property Trustee's duties
and obligations under this Declaration or the Trust Indenture Act.

(f) The Property Trustee shall not resign as a Trustee unless either:

(i) the Trust has been completely liquidated and the proceeds of the
liquidation distributed to the Holders of Trust Securities pursuant to the
terms of the Trust Securities; or

(ii) a Successor Property Trustee has been appointed and has accepted
that appointment in accordance with Section 5.6.

(g) The Property Trustee shall have the legal power to exercise all of the
rights, powers and privileges of a holder of Debentures under the Indenture and,
if an Event of Default actually known to a Responsible Officer of the Property
Trustee occurs and is continuing, the Property Trustee shall, for the benefit of
Holders of the Trust Securities, enforce its rights as holder of the Debentures
and the Trust Preferred Securities Guarantee subject to the rights of the
Holders pursuant to the terms of such Trust Securities and the Trust Preferred
Securities Guarantee.

(h) The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments, on behalf of the Trust, with respect to all Trust Securities, and any
such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.
Any Paying Agent may be removed by the Property Trustee at any time and a
successor Paying Agent or additional Paying Agents may be appointed at any time
by the Property Trustee.

(i) Subject to this Section 3.8, the Property Trustee shall have none of
the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 3.6.

The Property Trustee must exercise the powers set forth in this Section 3.8
in a manner that is consistent with the purposes and functions of the Trust set
out in Section 3.3, and the Property Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
3.3.

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SECTION 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY TRUSTEE.

(a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and in the terms of the Trust Securities, and no implied covenants
shall be read into this Declaration against the Property Trustee. In case an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6), the Property Trustee shall exercise such of the rights and powers
vested in it by this Declaration, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

(b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Property Trustee shall be
determined solely by the express provisions of this Declaration and
the terms of the Trust Securities, and the Property Trustee shall not
be liable except for the performance of such duties and obligations as
are specifically set forth in this Declaration and in the terms of the
Trust Securities, and no implied covenants or obligations shall be
read into this Declaration against the Property Trustee; and

(B) in the absence of bad faith on the part of the Property
Trustee, the Property Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Property
Trustee and conforming to the requirements of this Declaration; but in
the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Property
Trustee, the Property Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of
this Declaration;

(ii) the Property Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Property
Trustee, unless it shall be proved that the Property Trustee was negligent
in ascertaining the pertinent facts;

(iii) the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a Majority in liquidation
amount of the Trust Securities at the time outstanding relating to the
time, method and place of conducting any proceeding for any remedy
available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under this Declaration;

(iv) no provision of this Declaration shall require the Property
Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if it shall have reasonable
grounds for

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believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Declaration or indemnity reasonably
satisfactory to the Property Trustee against such risk or liability is not
reasonably assured to it;

(v) the Property Trustee's sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and the Property
Trustee Account shall be to deal with such property in a similar manner as
the Property Trustee deals with similar property for its own account,
subject to the protections and limitations on liability afforded to the
Property Trustee under this Declaration and the Trust Indenture Act;

(vi) the Property Trustee shall have no duty or liability for or
with respect to the value, genuineness, existence or sufficiency of the
Debentures or the payment of any taxes or assessments levied thereon or in
connection therewith;

(vii) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree with the Sponsor.
Money held by the Property Trustee need not be segregated from other funds
held by it except in relation to the Property Trustee Account maintained by
the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent
otherwise required by law; and

(viii) the Property Trustee shall not be responsible for monitoring
the compliance by the Administrative Trustees or the Sponsor with their
respective duties under this Declaration, nor shall the Property Trustee be
liable for any default or misconduct of the Administrative Trustees or the
Sponsor.

SECTION 3.10 CERTAIN RIGHTS OF THE PROPERTY TRUSTEE.

(a) Subject to the provisions of Section 3.9:

(i) the Property Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Sponsor or the Administrative
Trustees contemplated by this Declaration shall be sufficiently evidenced
by a Direction or an Officers' Certificate;

(iii) whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and conclusively rely
upon an Officers' Certificate which, upon receipt of such request, shall be
promptly delivered by the Sponsor or the Administrative Trustees;

(iv) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

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(v) the Property Trustee may consult with counsel or other experts
and the written advice or opinion of such counsel and experts with respect
to legal matters or advice within the scope of such experts' area of
expertise shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good
faith and in accordance with such advice or opinion; such counsel may be
counsel to the Sponsor or any of its Affiliates, and may include any of its
employees. The Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Declaration from any
court of competent jurisdiction;

(vi) the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Declaration at the request
or direction of any Holder, unless such Holder shall have provided to the
Property Trustee security and indemnity which would satisfy a reasonable
person in the position of the Property Trustee, against the costs, expenses
(including attorneys' fees and expenses and the expenses of the Property
Trustee's agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Property Trustee; PROVIDED,
THAT, nothing contained in this Section 3.10(a)(vi) shall be taken to
relieve the Property Trustee, upon the occurrence of an Event of Default,
of its obligation to exercise the rights and powers vested in it by this
Declaration;

(vii) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Property Trustee, in its
discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit;

(viii) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents, custodians, nominees or attorneys, and the Property
Trustee shall not be responsible for any misconduct or negligence on the
part of any agent, or attorney appointed with due care by it hereunder;

(ix) any action taken by the Property Trustee or its agents
hereunder shall bind the Trust and the Holders of the Trust Securities,
and the signature of the Property Trustee or its agents alone shall be
sufficient and effective to perform any such action, and no third party
shall be required to inquire as to the authority of the Property Trustee
to so act or as to its compliance with any of the terms and provisions
of this Declaration, both of which shall be conclusively evidenced by
the Property Trustee's or its agent's taking such action;

(x) whenever in the administration of this Declaration the
Property Trustee shall deem it desirable to receive instructions with
respect to enforcing any remedy or right or taking any other action
hereunder, the Property Trustee (i) may request instructions from the
Holders of the Trust Securities which instructions may only be given by
the Holders of the same proportion in liquidation amount of the Trust
Securities as would be entitled to direct the Property Trustee under the
terms of the Trust Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy or right or taking
such other action until such instructions are received, and (iii) shall
be protected in conclusively relying on or acting in or accordance with
such instructions; and

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(xi) except as otherwise expressly provided by this Declaration, the
Property Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Declaration.

(b) No provision of this Declaration shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

SECTION 3.11 DELAWARE TRUSTEE.

Notwithstanding any other provision of this Declaration other than Section
5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the
Administrative Trustees or the Property Trustee described in this Declaration.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Business Trust Act. The duties of the Delaware Trustee shall be limited
solely to the execution and delivery of all documents and certificates and the
maintenance of all records necessary to form and maintain the existence of the
Trust under the Business Trust Act. Except for the purpose of the foregoing
sentence, the Delaware Trustee shall have no management responsibilities or any
fiduciary duties to the Trust or any Holder.

SECTION 3.12 EXECUTION OF DOCUMENTS.

Except as otherwise required by the Business Trust Act or as otherwise set
forth in this Declaration, a majority of or, if there are only two, any
Administrative Trustee or, if there is only one, such Administrative Trustee is
authorized to execute, on behalf of the Trust, any documents that the
Administrative Trustees have the power and authority to execute pursuant to
Section 3.6; PROVIDED THAT, the registration statement referred to in Section
3.6(b)(i), including any amendments thereto, if required, by the rules and
regulations of the Commission, to be signed by the Trustees on behalf of the
Trust, shall be signed by all of the Administrative Trustees.

SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF TRUST SECURITIES.

The recitals contained in this Declaration and the Trust Securities shall
be taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as
to the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration or the Trust Securities.

SECTION 3.14 DURATION OF TRUST.

The Trust, unless dissolved pursuant to the provisions of Article VIII
hereof, shall exist for fifty-five years from the Closing Date.

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SECTION 3.15 MERGERS.

(a) The Trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c) and Annex I.

(b) The Trust may, with the consent of the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees, and without
the consent of the Holders of the Trust Securities, the Delaware Trustee or the
Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by
a trust organized as such under the laws of any State of the United States;
PROVIDED THAT:

(i) such successor entity (the "Successor Entity") either:

(A) expressly assumes all of the obligations of the Trust under
the Trust Securities; or

(B) substitutes for the Trust Securities other securities having
substantially the same terms as the Trust Preferred Securities and
Trust Common Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Preferred Securities
and Trust Common Securities rank with respect to Distributions and
payments upon liquidation, redemption and otherwise;

(ii) the Debenture Issuer expressly acknowledges a trustee of the
Successor Entity that possesses the same powers and duties as the Property
Trustee as the Holder of the Debentures;

(iii) the Trust Preferred Securities or any Successor Securities
thereof are listed, or any Successor Securities thereof will be listed upon
notification of issuance, on any national securities exchange or with any
other organization on which the Trust Preferred Securities are then listed
or quoted;

(iv) such merger, consolidation, amalgamation or replacement does not
cause the Trust Preferred Securities (including any Successor Securities
thereof) to be downgraded by any nationally recognized statistical rating
organization;

(v) such merger, consolidation, amalgamation or replacement does not
adversely affect the rights, preferences and privileges of the Holders of
the Trust Securities (including any Successor Securities) in any material
respect (other than with respect to any dilution of such Holders' interests
in the Successor Entity as a result of such merger, consolidation,
amalgamation or replacement);

(vi) such Successor Entity has a purpose substantially identical to
that of the Trust;

(vii) prior to such merger, consolidation, amalgamation or
replacement, the Sponsor has received an opinion of a nationally recognized
independent counsel to the Trust experienced in such matters to the effect
that:

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(A) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the
Holders of the Trust Securities (including any Successor Securities)
in any material respect (other than with respect to any dilution of
the Holders' interest in the Successor Entity);

(B) following such merger, consolidation, amalgamation or
replacement, neither the Trust nor the Successor Entity will be
required to register as an Investment Company; and

(C) following such merger, consolidation, amalgamation or
replacement, the Trust (or the Successor Entity) will continue to be
classified as a grantor trust for United States federal income tax
purposes; and

(viii) the Sponsor guaranties the obligations of such
Successor Entity under the Successor Securities of the Trust Preferred
Securities at least to the extent provided by the Trust Preferred
Securities Guarantee.

(c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in liquidation amount of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes.

ARTICLE IV
SPONSOR

SECTION 4.1 SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES.

On the Closing Date the Sponsor will purchase all of the Trust Common
Securities issued by the Trust, in an amount equal to at least 3% of the capital
of the Trust, at the same time as the Trust Preferred Securities are sold.

SECTION 4.2 RESPONSIBILITIES OF THE SPONSOR.

In connection with the issue and sale of the Trust Preferred Securities and
subject to the provisions of Section 3.6(b), the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

(a) to prepare, execute and file with the Commission, on behalf of
the Trust, a registration statement on Form S-3 in relation to the Trust
Preferred Securities, including any amendments thereto;

(b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Trust Preferred Securities
and to do any and all such acts, and to prepare, execute and file any
documents, on behalf of the Trust, as the Sponsor deems necessary or
advisable in order to comply with the applicable laws of any such States;

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(c) to negotiate, execute and deliver, on behalf of the Trust, the
Underwriting Agreement providing for the sale of the Trust Preferred
Securities;

(d) to prepare, execute and file, on behalf of the Trust, an
application to the New York Stock Exchange or any other national stock
exchange for listing upon notice of issuance of the Trust Preferred
Securities; and

(e) to prepare, execute and file, on behalf of the Trust, a
registration statement on Form 8-A relating to the issuance of the Trust
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto.

ARTICLE V
TRUSTEES

SECTION 5.1 NUMBER OF TRUSTEES.

The number of Trustees initially shall be four (4), and:

(a) at any time before the issuance of any Trust Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees;

(b) after the issuance of any Trust Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a majority
in liquidation amount of the Trust Common Securities voting as a class at a
meeting of the Holders of the Trust Common Securities or by written consent
in lieu of a meeting; PROVIDED HOWEVER, that if the Property Trustee does
not also act as Delaware Trustee, the number of Trustees shall be at least
three (3); PROVIDED FURTHER that (1) one Trustee shall be the Delaware
Trustee, as described in Section 5.2 hereof; (2) there shall be at least
one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the
Property Trustee for so long as this Declaration is required to qualify as
an indenture under the Trust Indenture Act, and such Trustee may also serve
as Delaware Trustee if it meets the applicable requirements.

SECTION 5.2 DELAWARE TRUSTEE.

If required by the Business Trust Act, one Trustee (the "Delaware Trustee")
shall be:

(a) a natural person who is a resident of the State of Delaware; or

(b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law, PROVIDED THAT, if the Property Trustee has its principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, then the Property Trustee shall also be the Delaware Trustee,
and Section 3.11 shall have no application.

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SECTION 5.3 PROPERTY TRUSTEE; ELIGIBILITY.

(a) There shall at all times be one Trustee which shall act as Property
Trustee which shall:

(i) not be an Affiliate of the Sponsor;

(ii) be a corporation organized and doing business under the laws of
the United States of America or any state or territory thereof or of the
District of Columbia, or a corporation or other Person permitted by the
Commission to act as a property trustee under the Trust Indenture Act,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation or other
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 5.3(a)(ii), the combined
capital and surplus of such corporation or other Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report
of condition so published; and

(iii) if the Trust is excluded from the definition of an
Investment Company solely by means of Rule 3a-7 and to the extent Rule 3a-7
requires a trustee having certain qualifications to hold title to the
"eligible assets" (as defined in Rule 3a-7) of the Trust, the Property
Trustee shall possess those qualifications.

(b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.6(c).

(c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Trust Common Securities (as if it were
the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

(d) The Trust Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

SECTION 5.4 QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE TRUSTEE
GENERALLY.

Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware Trustee) shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

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SECTION 5.5 INITIAL TRUSTEES.

The initial Administrative Trustees shall be:

Daniel P. Bittner
Ralph G. Baeten
c/o WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, Wisconsin 54307-9001

The initial Property Trustee shall be:

State Street Bank and Trust Company
Two International Place, 4th Floor
P.O. Box 778
Boston, Massachusetts 02102-0778

The initial Delaware Trustee shall be:

First Union Trust Company, National Association
One Rodney Square
920 King Street, 1st Floor
Wilmington, Delaware 19801

SECTION 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

(a) Subject to Section 5.6(b), Trustees may be appointed or removed
without cause at any time:

(i) until the issuance of any Trust Securities, by written instrument
executed by the Sponsor; and

(ii) after the issuance of any Trust Securities, by vote of the
Holders of a Majority in liquidation amount of the Trust Common Securities,
voting as a class at a meeting of the Holders of the Trust Common
Securities, provided, however, that if an Event of Default shall occur and
so long as such Event of Default shall continue (A) the Property Trustee
and the Delaware Trustee may be removed and replaced by the vote of the
Holders of a Majority in liquidation amount of the outstanding Trust
Preferred Securities, voting as a class at a meeting of the Holders of the
Trust Preferred Securities, and (B) the Property Trustee and the Delaware
Trustee may not be removed and replaced by the Sponsor or the Holders of
the Trust Common Securities.

(b) (i) The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 5.6(a) until a Successor Property Trustee has been
appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrative
Trustees and the Sponsor;

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(ii) the Trustee that acts as Delaware Trustee shall not be removed in
accordance with this Section 5.6(a) until a successor Trustee possessing
the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware
Trustee and delivered to the Administrative Trustees and the Sponsor.

(c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the Sponsor
and the Trust, which resignation shall take effect upon such delivery or upon
such later date as is specified therein; PROVIDED, HOWEVER, that:

(i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

(A) until a Successor Property Trustee has been appointed and
has accepted such appointment by instrument executed by such Successor
Property Trustee and delivered to the Trust, the Sponsor, and the
resigning Property Trustee; or

(B) until the assets of the Trust have been completely
liquidated and the proceeds thereof distributed to the holders of the
Trust Securities; and

(ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been
appointed and has accepted such appointment by instrument executed by such
Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
resigning Delaware Trustee.

(d) The Holders of the Trust Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee as the case may be if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

(e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.6
within sixty (60) days after delivery to the Sponsor and the Trust of an
instrument of resignation, the resigning Property Trustee or Delaware Trustee,
as applicable, may petition any court of competent jurisdiction for appointment
of a Successor Property Trustee or Successor Delaware Trustee. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

(f) No Property Trustee or Delaware Trustee shall be liable for the acts
or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

SECTION 5.7 VACANCIES AMONG TRUSTEES.

If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees, shall be
conclusive evidence of the

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existence of such vacancy. The vacancy shall be filled with a Trustee
appointed in accordance with Section 5.6.

SECTION 5.8 EFFECT OF VACANCIES.

The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul, dissolve or terminate the Trust or terminate this
Declaration. Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of a Administrative
Trustee in accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration.

SECTION 5.9 MEETINGS.

If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 48 hours before such meeting. Notice
of any telephonic meetings of the Administrative Trustees or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Declaration, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter, PROVIDED THAT a Quorum is present, or without a meeting,
by the unanimous written consent of the Administrative Trustees. In the event
there is only one Administrative Trustee, any and all action of such
Administrative Trustee shall be evidenced by a written consent of such
Administrative Trustee.

SECTION 5.10 DELEGATION OF POWER.

(a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

(b) the Administrative Trustees shall have power to delegate from time to
time to such of their number or to officers of the Trust the doing of such
things and the execution of such instruments either in the name of the Trust or
the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.

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SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any Person into which the Property Trustee or the Delaware Trustee, as the
case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Property Trustee or the Delaware Trustee, as
the case may be, shall be the successor of the Property Trustee or the Delaware
Trustee, as the case may be, hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

ARTICLE VI
DISTRIBUTIONS

SECTION 6.1 DISTRIBUTIONS.

Holders shall receive Distributions in accordance with the applicable terms
of the relevant Holder's Trust Securities. Distributions shall be made on the
Trust Preferred Securities and the Trust Common Securities in accordance with
the preferences set forth in their respective terms. If and to the extent that
the Debenture Issuer makes a payment of interest (including Compounded Interest
(as defined in the Indenture) and Additional Interest (as defined in the
Indenture)), premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders. Each Holder, by its acceptance of a Trust Security, agrees that the
Trustees are not personally liable to the Holder for any failure by the
Debenture Issuer to make Distributions or other payments on the Debentures held
by the Property Trustee. This Section 6.1 does not limit the liability of the
Trustees expressly set forth elsewhere in this Declaration or under the Trust
Indenture Act.

SECTION 6.2 PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

Any amount payable hereunder to any Holder of Trust Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or a
Capital Security Beneficial Owner with respect to the Holder's Trust Preferred
Securities) has directly received pursuant to Section 6.4 of the Indenture or
Section 5(b) of Annex I.

ARTICLE VII
ISSUANCE OF TRUST PREFERRED SECURITIES

SECTION 7.1 GENERAL PROVISIONS REGARDING SECURITIES.

(a) The Administrative Trustees shall, on behalf of the Trust, issue one
class of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the "Trust
Preferred Securities") and one class of common securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the "Trust Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the Trust
Preferred Securities and the Trust Common Securities.

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(b) The Certificates shall be signed, on behalf of the Trust, by an
Administrative Trustee. Any such signature may be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such a Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Administrative Trustee; and any
Certificate may be signed, on behalf of the Trust, by such persons who, at
the actual date of execution of such Certificate shall be the Administrative
Trustees of the Trust, although at the date of the execution and delivery of
the Declaration any such person was not such an Administrative Trustee.

(c) The consideration received by the Trust for the issuance of the
Trust Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.

(d) Upon issuance of the Trust Securities as provided in this
Declaration, the Trust Securities so issued shall be deemed to be validly
issued, fully paid and non-assessable, subject to Section 10.1(b) with
respect to the Trust Common Securities. The issuance of the Trust Securities
as provided in this Declaration is not subject to preemptive or other similar
rights.

(e) Every Person, by virtue of having become a Holder or a Trust
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the
terms of, and shall be bound by, this Declaration, the Trust Securities
Guaranties and the Indenture.

SECTION 7.2 PAYING AGENT.

In the event that the Trust Preferred Securities are not in book-entry
only form, the Trust shall maintain in the Borough of Manhattan, City of New
York, State of New York, an office or agency where the Trust Preferred Trust
Securities may be presented for payment ("Paying Agent"). The term "Paying
Agent" includes any additional paying agent. The Trust may change any Paying
Agent without prior notice to any Holder. The Trust shall notify the
Property Trustee of the name and address of any Agent not a party to this
Declaration. If the Trust fails to appoint or maintain another entity as
Paying Agent, the Property Trustee shall act as such. The Trust or any of
its Affiliates may act as Paying Agent. The Trust shall act as Paying Agent
for the Trust Common Securities.

ARTICLE VIII
DISSOLUTION OF TRUST

SECTION 8.1 DISSOLUTION OF TRUST.

(a) The Trust shall dissolve upon the earliest of:

(i) the bankruptcy of the Sponsor;

(ii) the filing of articles of dissolution or their equivalent with
respect to the Sponsor; the receipt by the Trustees of the consent of at
least a majority in liquidation amount of the Trust Securities, voting
together as a single class, to the dissolution of the Trust; the revocation
of the Sponsor's charter and the expiration of ninety (90) days after the
date of revocation without a reinstatement thereof;

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(iii) the entry of a decree of judicial dissolution of the Holder
of the Trust Common Securities, the Sponsor or the Trust;

(iv) the time when all of the Trust Securities shall have been
called for redemption and the amounts necessary for redemption thereof
shall have been paid to the Holders in accordance with the terms of the
Trust Securities;

(v) at the election of the Sponsor, after satisfaction of the
liabilities of creditors of the Trust as required by applicable law,
provided that all of the Debentures are distributed to the Holders of
the Trust Preferred Securities in liquidation of the Trust;

(vi) the time when all of the Administrative Trustees and the
Sponsor shall have consented to dissolution of the Trust, provided such
action is taken before the issuance of any Securities; or

(vii) the expiration of the term of the Trust, as set forth in
Section 3.14.

(b) As soon as is practicable after the occurrence of an event referred
to in Section 8.1(a) and the completion of the winding up of the affairs of
the Trust, the Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware.

ARTICLE IX
TRANSFER OF INTERESTS

SECTION 9.1 TRANSFER OF TRUST SECURITIES.

(a) Trust Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Trust Securities. Any transfer or purported transfer of any
Trust Security not made in accordance with this Declaration shall be null and
void.

(b) Subject to this Article IX, Trust Preferred Securities shall be
freely transferable.

(c) Subject to this Article IX, the Sponsor and any Related Party may
only transfer Trust Common Securities to the Sponsor or a Related Party of
the Sponsor; provided that, any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

(i) the Trust would not be classified for United States federal
income tax purposes as a grantor trust; and

(ii) the Trust would be an Investment Company or the transferee would
become an Investment Company.

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SECTION 9.2 TRANSFER OF CERTIFICATES.

The Administrative Trustees shall provide for the registration of
Certificates and of transfers of Certificates, which will be effected without
charge but only upon payment (with such indemnity as the Administrative
Trustees may require) in respect of any tax or other governmental charges
that may be imposed in relation to it. Upon surrender for registration of
transfer of any Certificate, the Administrative Trustees shall cause one or
more new Certificates to be issued in the name of the designated transferee
or transferees. Every Certificate surrendered for registration of transfer
shall be accompanied by a written instrument of transfer in form satisfactory
to the Administrative Trustees duly executed by the Holder or such Holder's
attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer shall be canceled by the Administrative Trustees. A
transferee of a Certificate shall be entitled to the rights and subject to
the obligations of a Holder hereunder upon the receipt by such transferee of
a Certificate. By acceptance of a Certificate, each transferee shall be
deemed to have agreed to be bound by this Declaration.

SECTION 9.3 DEEMED TRUST SECURITY HOLDERS.

The Trustees may treat the Person in whose name any Certificate shall be
registered on the books and records of the Trust as the sole holder of such
Certificate and of the Trust Securities represented by such Certificate for
purposes of receiving Distributions and for all other purposes whatsoever
and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such Certificate or in the Trust Securities
represented by such Certificate on the part of any Person, whether or not the
Trust shall have actual or other notice thereof.

SECTION 9.4 BOOK ENTRY INTERESTS.

Unless otherwise specified in the terms of the Trust Preferred
Securities, the Trust Preferred Securities Certificates, on original
issuance, will be issued in the form of one or more, fully registered, global
Trust Preferred Security Certificates (each, a "Global Certificate"), to be
delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Trust. Such Global Certificate(s) shall initially be
registered on the books and records of the Trust in the name of Cede & Co.,
the nominee of The Depository Trust Company, and no Trust Preferred Security
Beneficial Owner will receive a definitive Trust Preferred Security
Certificate representing such Trust Preferred Security Beneficial Owner's
interests in such Global Certificate(s), except as provided in Section 9.7.
Unless and until definitive, fully registered Trust Preferred Security
Certificates (the "Definitive Trust Preferred Security Certificates") have
been issued to the Trust Preferred Security Beneficial Owners pursuant to
Section 9.7:

(a) the provisions of this Section 9.4 shall be in full force and
effect;

(b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Certificate(s) and receiving approvals,
votes or consents hereunder) as the Holder of the Trust Preferred
Securities and the sole holder of the Global Certificate(s) and shall have
no obligation to the Trust Preferred Security Beneficial Owners;

(c) to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

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(d) the rights of the Trust Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Trust Preferred
Security Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants. The Depository Trust Company will make book entry
transfers among the Clearing Agency Participants and receive and transmit
payments of Distributions on the Global Certificate(s) to such Clearing
Agency Participants.

SECTION 9.5 NOTICES TO CLEARING AGENCY.

Whenever a notice or other communication to the Trust Preferred Security
Holders is required under this Declaration, unless and until Definitive Trust
Preferred Security Certificates shall have been issued to the Trust Preferred
Security Beneficial Owners pursuant to Section 9.7, the Administrative
Trustees shall give all such notices and communications specified herein to
be given to the Trust Preferred Security Holders to the Clearing Agency, and
shall have no notice obligations to the Trust Preferred Security Beneficial
Owners.

SECTION 9.6 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Trust Preferred Securities, the Administrative
Trustees may, in their sole discretion, appoint a successor Clearing Agency
with respect to such Trust Preferred Securities.

SECTION 9.7 DEFINITIVE TRUST PREFERRED SECURITY CERTIFICATES.

If:
(a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Trust Preferred Securities and a
successor Clearing Agency is not appointed within ninety (90) days after such
discontinuance pursuant to Section 9.6; or

(b) the Administrative Trustees elect, after consultation with the
Sponsor, to terminate the book entry system through the Clearing Agency with
respect to the Trust Preferred Securities, then:

(i) Definitive Trust Preferred Security Certificates shall be
prepared by the Administrative Trustees, on behalf of the Trust, with
respect to such Trust Preferred Securities; and

(ii) upon surrender of the Global Certificate(s) by the Clearing
Agency, accompanied by registration instructions, the Administrative
Trustees shall cause Definitive Trust Preferred Security Certificates to be
delivered to Trust Preferred Security Beneficial Owners in accordance with
the instructions of the Clearing Agency. Neither the Trustees nor the
Trust shall be liable for any delay in delivery of such instructions and
each of them may conclusively rely on, and shall be protected in relying
on, said instructions of the Clearing Agency. The Definitive Trust
Preferred Security Certificates shall be printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by their execution thereof, and may
have such letters, numbers or other marks of identification or designation
and such legends or endorsements as the Administrative Trustees may deem
appropriate, or as may be required to comply with any law or with any rule
or regulation

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made pursuant thereto, or to comply with any rule or regulation of any
stock exchange on which the Trust Preferred Securities may be listed, or
to conform to usage.

SECTION 9.8 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

If:

(a) any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and

(b) there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them
harmless;

then, in the absence of notice that such Certificate shall have been acquired
by a bona fide purchaser, any Administrative Trustee, on behalf of the Trust,
shall execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under
this Section 9.8, the Administrative Trustees may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant
to this Section shall constitute conclusive evidence of an ownership interest
in the relevant Trust Securities, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF TRUST SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1 LIABILITY.

(a) Except as expressly set forth in this Declaration, the Trust
Securities Guaranties and the terms of the Trust Securities, the Sponsor
shall not be:

(i) personally liable for the return of any portion of the capital
contributions (or any return thereon) of the Holders of the Trust
Securities which shall be made solely from assets of the Trust; and

(ii) required to pay to the Trust or to any Holder of Trust Securities
any deficit upon termination of the Trust or otherwise.

(b) The Holder of the Trust Common Securities shall be liable for all
of the debts and obligations of the Trust (other than with respect to the
Trust Securities) to the extent not satisfied out of the Trust's assets.

(c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
of the Trust Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.

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SECTION 10.2 EXCULPATION.

(a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith, on behalf of the Trust, and
in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for
any such loss, damage or claim incurred by reason of such Indemnified
Person's gross negligence (or in the case of the Property Trustee,
negligence, subject to the provisions of Section 3.9) or willful misconduct
with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets
from which Distributions to Holders of Trust Securities might properly be
paid.

SECTION 10.3 FIDUCIARY DUTY.

(a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties
and liabilities of an Indemnified Person otherwise existing at law or in
equity (other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.

(b) Unless otherwise expressly provided herein or required by
applicable law:

(i) whenever a conflict of interest exists or arises between an
Indemnified Person and Covered Persons; or

(ii) whenever this Declaration or any other agreement contemplated
herein or therein provides that an Indemnified Person shall act in a manner
that is, or provide terms that are, fair and reasonable to the Trust or any
Holder of Trust Securities,

the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest
of each party (including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made,
taken or provided by the Indemnified Person shall not constitute a breach of
this Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.

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(c) Unless required by applicable law, whenever in this Declaration an
Indemnified Person is permitted or required to make a decision:

(i) in its "discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider such interests and factors
as it desires, including its own interests, and shall have no duty or
obligation to give any consideration to any interest of or factors
affecting the Trust or any other Person; or

(ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Declaration or
by applicable law.

SECTION 10.4 INDEMNIFICATION.

(a) To the fullest extent permitted by applicable law, the Sponsor
shall indemnify and hold harmless each WPSR Indemnified Person from and
against any loss, damage, liability, tax, penalty, expense or claim incurred
by such WPSR Indemnified Person by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by such
WPSR Indemnified Person in good faith on behalf of the Trust and in a manner
such WPSR Indemnified Person reasonably believed to be within the scope of
authority conferred on such WPSR Indemnified Person by this Declaration,
except that no WPSR Indemnified Person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such WPSR Indemnified Person
by reason of gross negligence or willful misconduct with respect to such acts
or omissions.

(b) To the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by a WPSR Indemnified Person in defending any
claim, demand, action, suit or proceeding shall, from time to time, be
advanced by the Sponsor prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by the Sponsor of an undertaking by
or on behalf of the WPSR Indemnified Person to repay such amount if it shall
be determined that the WPSR Indemnified Person is not entitled to be
indemnified as authorized in Section 10.4(a). The obligation to indemnify as
set forth in Section 10.4(a) and (b) shall survive the satisfaction and
discharge of this Declaration.

(c) The Sponsor agrees to indemnify the (i) Property Trustee, (ii) the
Delaware Trustee, (iii) any Affiliate of the Property Trustee or the Delaware
Trustee, and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Property
Trustee or the Delaware Trustee (each of the Persons in (i) through (iv)
being referred to as a "Fiduciary Indemnified Person") for, and to hold each
Fiduciary Indemnified Person harmless against, any loss, liability, taxes or
expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration or the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees
and expenses) of defending itself against or investigating any claim, action,
suit or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as set forth in
this Section 10.4(c) shall survive the satisfaction and discharge of this
Declaration.

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SECTION 10.5 OUTSIDE BUSINESSES.

Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee, subject to Section 5.3(c), may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive
with the business of the Trust, shall not be deemed wrongful or improper. No
Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee
shall be obligated to present any particular investment or other opportunity
to the Trust even if such opportunity is of a character that, if presented to
the Trust, could be taken by the Trust, and any Covered Person, the Sponsor,
the Delaware Trustee and the Property Trustee shall have the right to take
for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
or act on any committee or body of holders of, securities or other
obligations of the Sponsor or its Affiliates.

ARTICLE XI
ACCOUNTING

SECTION 11.1 FISCAL YEAR.

The fiscal year ("Fiscal Year") of the Trust shall be the calendar year,
or such other year as is required by the Code.

SECTION 11.2 CERTAIN ACCOUNTING MATTERS.

(a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted
accounting principles, consistently applied. The Trust shall use the accrual
method of accounting for United States federal income tax purposes. The books
of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Administrative Trustees.

(b) The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Trust Securities, within ninety (90) days
after the end of each Fiscal Year of the Trust, annual financial statements
of the Trust, including a balance sheet of the Trust as of the end of such
Fiscal Year, and the related statements of income or loss.

(c) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders of Trust Securities any annual United States
federal income tax information statement, required by the Code, containing
such information with regard to the Trust Securities held by each Holder as
is required by the Code and the Treasury Regulations. Notwithstanding any
right under the Code to deliver any such statement at a later date, the
Administrative Trustees shall endeavor to deliver all such statements within
thirty (30) days after the end of each Fiscal Year of the Trust.

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(d) The Administrative Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns
required to be filed by the Administrative Trustees, on behalf of the Trust,
with any state or local taxing authority.

SECTION 11.3 BANKING.

The Trust shall maintain one or more bank accounts in the name and for
the sole benefit of the Trust; provided, however, that all payments of funds
in respect of the Debentures held by the Property Trustee shall be made
directly to the Property Trustee Account and no other funds of the Trust
shall be deposited in the Property Trustee Account. The sole signatories for
such accounts shall be designated by the Administrative Trustees; provided,
however, that the Property Trustee shall designate the signatories for the
Property Trustee Account.

SECTION 11.4 WITHHOLDING.

The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly
established by a Holder, shall remit amounts withheld with respect to the
Holder to applicable jurisdictions. To the extent that the Trust is required
to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be
deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over-withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

ARTICLE XII
AMENDMENTS AND MEETINGS

SECTION 12.1 AMENDMENTS.

(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Trust Securities, this Declaration may only be
amended by a written instrument approved and executed by:

(i) the Administrative Trustees (or, if there are more than two
Administrative Trustees a majority of the Administrative Trustees);

(ii) if the amendment affects the rights, powers, duties, obligations
or immunities of the Property Trustee, the Property Trustee; and

(iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware Trustee.

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(b) No amendment of this Declaration shall be made, and any such
purported amendment shall be void and ineffective:

(i) unless, in the case of any proposed amendment, the Property
Trustee shall have first received an Officers' Certificate from each of the
Trust and the Sponsor that such amendment is permitted by, and conforms to,
the terms of this Declaration (including the terms of the Trust
Securities);

(ii) unless, in the case of any proposed amendment which affects the
rights, powers, duties, obligations or immunities of the Property Trustee
or the Delaware Trustee, the Property Trustee or the Delaware Trustee, as
the case may be, shall have first received:

(A) an Officers' Certificate from each of the Trust and the
Sponsor that such amendment is permitted by, and conforms to, the
terms of this Declaration (including the terms of the Trust
Securities); and

(B) an opinion of counsel (who may be counsel to the Sponsor or
the Trust) that such amendment is permitted by, and conforms to, the
terms of this Declaration (including the terms of the Trust
Securities); and

(iii) to the extent the result of such amendment would be to:

(A) cause the Trust to fail to continue to be classified for
purposes of United States federal income taxation as a grantor trust;

(B) reduce or otherwise materially adversely affect the powers
of the Property Trustee in contravention of the Trust Indenture Act;
or

(c) At such time after the Trust has issued any Trust Securities that
remain outstanding, any amendment that would materially adversely affect the
rights, privileges or preferences of any Holder of Trust Securities may be
effected only with such additional requirements as may be set forth in the
terms of such Trust Securities.

(d) Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Trust Securities.

(e) Article IV shall not be amended without the consent of the Holders
of a Majority in liquidation amount of the Trust Common Securities.

(f) The rights of the holders of the Trust Common Securities under
Article V to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a
Majority in liquidation amount of the Trust Common Securities.

(g) Notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Trust Securities to:

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(i) cure any ambiguity;

(ii) correct or supplement any provision in this Declaration that
may be defective or inconsistent with any other provision of this
Declaration;

(iii) add to the covenants, restrictions or obligations of the
Sponsor;

(iv) conform to any change in (A) Rule 3a-7 or written change in
interpretation or application of Rule 3a-7 by any legislative body, court,
government agency or regulatory authority if the Trust is excluded from the
definition of an Investment Company solely by means of Rule 3a-7 and, (B)
Rule 3a-5 or written change in such interpretation or application of Rule
3a-5, provided that in each instance such conformation shall not have a
material adverse effect on the right, preferences or privileges of the
Holders of Trust Securities; and

(v) to modify, eliminate and add to any provision of this
Declaration, provided that such modification, elimination, or addition
would not adversely affect the rights, privileges, or preferences of any
Holder of the Trust Securities.

SECTION 12.2 MEETINGS OF THE HOLDERS OF TRUST SECURITIES; ACTION BY WRITTEN
CONSENT.

(a) Meetings of the Holders of any class of Trust Securities may be
called at any time by the Administrative Trustees (or as provided in the
terms of the Trust Securities) to consider and act on any matter on which
Holders of such class of Trust Securities are entitled to act under the terms
of this Declaration, the terms of the Trust Securities or the rules of any
stock exchange on which the Trust Preferred Securities may be listed or
admitted for trading. The Administrative Trustees shall call a meeting of the
Holders of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Trust Securities. Such direction shall be
given by delivering to the Administrative Trustees one or more calls in a
writing stating that the signing Holders of Trust Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting
is to be called. Any Holders of Trust Securities calling a meeting shall
specify in writing the Certificates held by the Holders of Trust Securities
exercising the right to call a meeting, and only those Trust Securities
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

(b) Except to the extent otherwise provided in the terms of the Trust
Securities, the following provisions shall apply to meetings of Holders of
Trust Securities:

(i) notice of any such meeting shall be given to all the Holders
of Trust Securities having a right to vote at such meeting at least
seven (7) days and not more than sixty (60) days before the date of such
meeting. Whenever a vote, consent or approval of the Holders of Trust
Securities is permitted or required under this Declaration or the rules
of any stock exchange on which the Trust Preferred Securities may be
listed or admitted for trading, such vote, consent or approval may be
given at a meeting of the Holders of Trust Securities. Any action that
may be taken at a meeting of the Holders of Trust Securities may be
taken without a meeting if a consent in writing setting forth the action
so taken is signed by the Holders of Trust Securities owning not less
than the minimum amount of Trust Securities in liquidation amount that
would be necessary to authorize or take such action at a meeting at
which all Holders of Trust Securities having a right to vote thereon
were present and voting. Prompt notice of the taking of action without
a

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meeting shall be given to the Holders of Trust Securities entitled to
vote who have not consented in writing. The Administrative Trustees may
specify that any written ballot submitted to the Trust Security Holders
for the purpose of taking any action without a meeting shall be returned
to the Trust within the time specified by the Administrative Trustees;

(ii) each Holder of a Trust Security may authorize any Person to act
for it by proxy on all matters in which a Holder of Trust Securities is
entitled to participate, including waiving notice of any meeting, or voting
or participating at a meeting. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of
the Holder of Trust Securities executing it. Except as otherwise provided
herein, all matters relating to the giving, voting or validity of proxies
shall be governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the
Trust were a Delaware corporation and the Holders of the Trust Securities
were stockholders of a Delaware corporation;

(iii) each meeting of the Holders of the Trust Securities shall be
conducted by the Administrative Trustees or by such other Person that the
Administrative Trustees may designate; and

(iv) unless the Business Trust Act, this Declaration, the terms of
the Trust Securities, the Trust Indenture Act or the listing rules of
any stock exchange on which the Trust Preferred Trust Securities are
then listed or trading otherwise provides, the Administrative Trustees,
in their sole discretion, shall establish all other provisions relating
to meetings of Holders of Trust Securities, including notice of the
time, place or purpose of any meeting at which any matter is to be voted
on by any Holders of Trust Securities, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with
respect to the exercise of any such right to vote.

ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE
AND DELAWARE TRUSTEE

SECTION 13.1 REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.

The Trustee which acts as initial Property Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee's acceptance of its
appointment as Property Trustee that:

(a) the Property Trustee is a trust company, corporation or association
with trust powers (in the case of the initial Property Trustee, a trust
company), duly organized, validly existing and in good standing under the
laws of the United States or any state thereof (in the case of the initial
Trustee, the Commonwealth of Massachusetts) , with trust power and authority
to execute and deliver, and to carry out and perform its obligations under
the terms of, the Declaration;

(b) the Property Trustee satisfies the requirements set forth in
Section 5.3(a);

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(c) the execution, delivery and performance by the Property Trustee of
the Declaration have been duly authorized by all necessary corporate action
on the part of the Property Trustee. The Declaration has been duly executed
and delivered by the Property Trustee, and, assuming the due authorization,
execution and delivery hereof by the parties hereto (other than the Property
Trustee), it constitutes a legal, valid and binding obligation of the
Property Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, reorganization, moratorium, insolvency, and
other similar laws affecting creditors' rights generally and to general
principles of equity and the discretion of the court (regardless of whether
the enforcement of such remedies is considered in a proceeding in equity or
at law);

(d) the execution, delivery and performance of the Declaration by the
Property Trustee does not conflict with or constitute a breach of the charter
or by-laws of the Property Trustee; and

(e) no consent, approval or authorization of, or registration with or
notice to, any banking authorities of the State in which the principal place
of business of the Property Trustee is located (the Commonwealth of
Massachusetts in the case of the initial Property Trustee) or Federal banking
authority is required for the execution, delivery or performance by the
Property Trustee, of the Declaration.

SECTION 13.2 REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.

The Trustee that acts as initial Delaware Trustee represents and
warrants to the Trust and to the Sponsor at the date of this Declaration, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee, that:

(a) the Delaware Trustee is a corporation or association with trust
powers, duly organized, validly existing and in good standing under the laws
of the United States or the state of Delaware thereof, with trust power and
authority to execute and deliver, and to carry out and perform its
obligations under the terms of, the Declaration;

(b) the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and the Declaration. Assuming the due
authorization, execution and delivery hereof by the parties hereto (other
than the Delaware Trustee), the Declaration constitutes under Delaware law a
legal, valid and binding obligation of the Delaware Trustee, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

(c) the execution, delivery and performance of the Declaration by the
Delaware Trustee does not conflict with or constitute a breach of the
articles of organization or by-laws of the Delaware Trustee;

(d) no consent, approval or authorization of, or registration with or
notice to, any state or federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee, of the
Declaration; and

(e) the Delaware Trustee has its principal place of business in the
State of Delaware.

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ARTICLE XIV
MISCELLANEOUS

SECTION 14.1 NOTICES.

All notices provided for in this Declaration shall be in writing, duly
signed by the party giving such notice, and shall be delivered, telecopied or
mailed by registered or certified mail, as follows:

(a) if given to the Trust, in care of the Administrative Trustees at
the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Holders of the Trust Securities):

WPSR CAPITAL TRUST I
c/o WPS Resources Corporation
700 North Adams Street, P.O. Box 19001
Green Bay, Wisconsin 54307-9001
Attn: Secretary
Telephone: (920) 433-1466
Facsimile: (920) 433-1526

(b) if given to the Property Trustee at the mailing address set forth
below (or such other address as the Property Trustee may give notice of to
the Holders of the Trust Securities):

STATE STREET BANK AND TRUST COMPANY
Two International Place, 4th Floor
P.O. Box 778
Boston, Massachusetts 02102-0778
Attn: Financial Markets Group
Corporate Trust
Telephone: (617) 664-5213
Facsimile: (617) 664-5376

(c) if given to the Delaware Trustee, at the address set forth below
(or such other address as the Delaware Trustee may give notice of to the
Trust).

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
One Rodney Square,
920 King Street, 1st Floor
Wilmington, Delaware 19801
Attention: Corporate Trust Administration Department
Telephone: (302) 888-7530
Facsimile: (302) 888-7532

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<PAGE>

(d) if given to the Holder of the Trust Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Trust Common Securities may give notice to the Trust):

WPS RESOURCES CORPORATION
700 North Adams Street
P.O. Box 19001
Green Bay, Wisconsin 54307-9001
Attention: Treasurer

(d) if given to any other Holder, at the address set forth on the books
and records of the Trust.

All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no
notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

SECTION 14.2 GOVERNING LAW.

This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

SECTION 14.3 INTENTION OF THE PARTIES.

It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention
of the parties.

SECTION 14.4 HEADINGS.

Headings contained in this Declaration are inserted for convenience of
reference only and do not affect the interpretation of this Declaration or
any provision hereof.

SECTION 14.5 SUCCESSORS AND ASSIGNS

Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether so expressed.

SECTION 14.6 PARTIAL ENFORCEABILITY.

If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

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<PAGE>

SECTION 14.7 COUNTERPARTS.

This Declaration may contain more than one counterpart of the signature
page and this Declaration may be executed by the affixing of the signature of
each party hereto to one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single
signature page

SECTION 14.8 INCORPORATION BY REFERENCE OF ANNEX I

The terms and provisions of Annex I, attached hereto, are hereby
incorporated by reference in their entirety into this Declaration.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH
TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS DECLARATION AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE SECURITIES
GUARANTIES AND THE INDENTURE AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST,
THE DEPOSITARY OR ITS NOMINEE, THE TRUSTEES, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST, THE DEPOSITARY OR ITS NOMINEE, THE TRUSTEES,
SUCH HOLDER AND SUCH OTHERS.

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<PAGE>

IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

WPS RESOURCES CORPORATION
as Sponsor and Debenture Issuer

By:
-----------------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY
not in its individual capacity but solely as
Property Trustee

By:
-----------------------------------------
Name:
Title:

FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Delaware Trustee

By:
-----------------------------------------
Name:
Title:

---------------------------------------------
Daniel P. Bittner
not in its individual capacity
but solely as Administrative Trustee

---------------------------------------------
Ralph G. Baeten
not in his individual capacity
but solely as Administrative Trustee

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ANNEX I

TERMS OF
___ Trust Preferred Securities
___ Trust Common Securities

Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of _______________, 1998 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Trust Preferred Securities
and the Trust Common Securities are set out below (each capitalized term used
but not defined herein has the meaning set forth in the Declaration or, if
not defined in such Declaration, as defined in the Prospectus referred to
below):

1. DESIGNATION AND NUMBER.

(a) TRUST PREFERRED SECURITIES. Two million (2,000,000) Trust
Preferred Securities of the Trust with an aggregate liquidation amount with
respect to the assets of the Trust of fifty million dollars ($50,000,000) and
a liquidation amount with respect to the assets of the Trust of $25 per Trust
Preferred Security, are hereby designated, for the purposes of
identification, only as " % Trust Preferred Securities (the "Trust Preferred
Securities"). The Trust Preferred Security Certificates evidencing the Trust
Preferred Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice.

(b) TRUST COMMON SECURITIES. Sixty thousand (60,000) Trust Common
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of one million five hundred thousand dollars
($1,500,000) and a liquidation amount with respect to the assets of the Trust
of $25 per Trust Common Security, are hereby designated, for the purposes of
identification only, as " % Trust Common Securities" (the "Trust Common
Securities"). The Trust Common Security Certificates evidencing the Trust
Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom
as may be required by ordinary usage, custom or practice.

2. DISTRIBUTIONS.

(a) Distributions payable on each Trust Security will be fixed at a
rate per annum of % (the "Coupon Rate") of the stated liquidation amount of
$25 per Trust Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for
more than one quarterly Distribution period will bear interest thereon from
and including the last day of such quarterly Distribution period compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and
any such interest payable unless otherwise stated. A Distribution is payable
only to the extent that payments are made in respect of the Debentures held
by the Property Trustee and to the extent the Property Trustee has funds
available therefor. The amount of Distributions payable for any period will
be computed for any full quarterly Distribution period on the basis of a
360-day year of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days
elapsed.

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<PAGE>

(b) Distributions on the Trust Securities will be cumulative, will accrue
from ____________, 1998 and will be payable quarterly in arrears, on March 31,
June 30, September 30, and December 31 of each year, commencing September 30,
1998, except as otherwise described below. The Debenture Issuer has the right
under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding
twenty (20) consecutive calendar quarters (each an "Extension Period"), during
which Extension Period no interest shall be due and payable on the Debentures,
PROVIDED THAT no Extension Period shall last beyond the date of maturity of the
Debentures. There may be multiple Extension Periods of varying lengths during
the term of the Debentures. As a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at the Coupon Rate compounded quarterly during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; PROVIDED THAT such Extension Period
together with all such previous and further extensions thereof may not exceed
twenty (20) consecutive calendar quarters or extend beyond the maturity date of
the Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements.

(c) Distributions on the Trust Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates. While the Trust Preferred Securities remain in book-entry only
form, the relevant record dates shall be one Business Day prior to the relevant
payment dates which payment dates correspond to the interest payment dates on
the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Trust
Preferred Securities will be made as described under the heading "Description of
the Trust Preferred Securities -- Book-Entry Issuance - The Depository Trust
Company" in the Prospectus dated , 1998 (the "Prospectus"),
included in the Registration Statement on Form S-3 of the Sponsor and the Trust.
The relevant record dates for the Trust Common Securities shall be the same
record dates as for the Trust Preferred Securities. If the Trust Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Trust Preferred Securities shall conform to the rules of
any securities exchange on which the securities are listed and, if none, shall
be selected by the Administrative Trustees, which dates shall be at least one
Business Day but fewer than sixty (60) Business Days before the relevant payment
dates, which payment dates correspond to the interest payment dates on the
Debentures. Distributions payable on any Trust Securities that are not
punctually paid on any Distribution payment date, as a result of the Debenture
Issuer having failed to make a payment under the Debentures, will cease to be
payable to the Person in whose name such Trust Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Trust Securities are registered on the special
record date or other specified date determined in accordance with the Indenture.
If any date on which Distributions are payable on the Trust Securities is not a
Business Day, then payment of the Distribution payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

(d) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Trust
Securities.

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<PAGE>

3. LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

In the event of any voluntary or involuntary dissolution or winding-up of
the Trust, the Holders of the Trust Securities on the date of the dissolution or
winding-up as the case may be, will be entitled to receive solely out of the
assets of the Trust available for distribution to Holders of Trust Securities,
after paying or making reasonable provision to pay all claims against and
obligations of the Trust in accordance with Section 3808(e) of the Business
Trust Act, an amount equal to the aggregate of the stated liquidation amount of
$25 per Trust Security plus accrued and unpaid Distributions thereon to the date
of payment (such amount being the "Liquidation Distribution"), unless, in
connection with such dissolution or winding-up, and after paying or making
reasonable provision to pay all claims against and obligations of the Trust in
accordance with Section 3808(e) of the Business Trust Act, Debentures in an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Trust Securities, with an interest rate equal to the Coupon Rate,
and bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on such Trust Securities, shall be distributed on a Pro
Rata basis to the Holders of the Trust Securities in exchange for such Trust
Securities in accordance with Section 4(e) hereof.

If, upon any such dissolution, winding-up or termination, the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on the Trust Securities shall be paid on a
Pro Rata basis.

4. REDEMPTION AND DISTRIBUTION.

(a) Redemption of the Trust Securities will occur simultaneously with any
repayment or redemption of the Debentures. The Debentures will mature on
and are redeemable as set forth in this Section 4. Upon the repayment of
the Debentures in whole or in part, whether at maturity or upon redemption, the
proceeds from such repayment or redemption shall be simultaneously applied to
redeem Trust Securities having an aggregate stated liquidation amount equal to
the aggregate principal amount of the Debentures so repaid or redeemed at a
redemption price of $25 per Trust Securities plus an amount equal to the accrued
and unpaid distributions thereon at the date of redemption, payable in cash (the
"Redemption Price").

(b) If fewer than all of the outstanding Trust Securities are to be so
redeemed, the Trust Preferred Securities and the Trust Common Securities will be
redeemed Pro Rata, and the Trust Preferred Securities will be redeemed as
described in Section 4(g)(ii) below.

(c) The Debenture Issuer shall have the right to redeem the Debentures,
(i) on or after 1, 2003, in whole at any time or in part from
time to time, or (ii) in the event that a Tax Event (as defined below) or an
Investment Company Event (as defined below) shall occur and be continuing, then
prior to 1, 2003, in whole (but not in part) within 90 days
following the occurrence of such Tax Event or Investment Company Event, upon not
less than 30 nor more than 60 days' prior written notice, at a redemption price
equal to the principal amount of the Debenture, plus any accrued and unpaid
interest, including Additional Interest, if any, thereon to the date of such
redemption (the "Redemption Date"); provided, however, that the Debenture Issuer
shall not redeem the Debentures in part unless all accrued but unpaid interest
has been paid in full on all of the Debentures outstanding for all quarterly
interest periods terminating on or prior to the Redemption Date.

I-3

<PAGE>

"Tax Event" means that the Administrative Trustees shall have received an
opinion of independent tax counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
(b) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Trust Preferred Securities, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date thereof,
subject to United States federal income tax with respect to income accrued or
received on the Debentures, (ii) the Trust is, or will be within 90 days of the
date thereof, subject to more than a de minimis amount of taxes, duties or other
governmental charges, or (iii) interest payable on the Debentures is not, or
within 90 days of the date thereof will not be, deductible, in whole or in part,
by the Debenture Issuer for United States federal income tax purposes.

"Investment Company Event" means the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
"Change in the Investment Company Act") to the effect that the Trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended, which Change in the Investment
Company Act becomes effective on or after the date of original issuance of the
Trust Preferred Securities.

(d) The Trust may not redeem fewer than all the outstanding Trust
Securities unless all accrued and unpaid Distributions have been paid on all
Trust Securities for all quarterly Distribution periods terminating on or before
the date of redemption.

(e) If the Sponsor makes the election referred to in Section 8.1(a)(v)
of the Declaration, the Administrative Trustees shall dissolve the Trust and,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance with Section 3808(e) of the Business Trust Act, shall
cause Debentures, held by the Property Trustee, having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the Coupon Rate of, and accrued and unpaid interest equal to
accrued and unpaid Distributions on and having the same record date for payment,
as the Trust Securities, to be distributed to the Holders of the Trust
Securities in liquidation of such Holders' interests in the Trust. On and from
the date fixed by the Administrative Trustees for any distribution of Debentures
and dissolution of the Trust: (i) the Trust Securities will no longer be deemed
to be outstanding, (ii) the Depositary or its nominee (or any successor
Depositary or its nominee) will receive one or more global certificate or
certificates representing the Debentures to be delivered upon such distribution,
and having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the Coupon Rate of,
and accrued and unpaid interest equal to accrued and unpaid Distributions on
such Trust Securities and (iii) any securities representing Trust Preferred
Securities not held by the Depositary or its nominee will be deemed to represent
Debentures having a principal amount equal to the stated liquidation amount of
such Trust Preferred Securities and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on such Trust Preferred
Securities until such certificates are presented to the Debenture Issues for
transfer or reissuance. Any certificates representing Trust Securities, except
for certificates representing Trust Preferred Securities held by the Depositary
or its nominee (or any successor Clearing Agency or its nominee), will be deemed
to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the Coupon Rate of, and accrued and unpaid interest
equal to accrued and unpaid Distributions on such Trust Securities until such
certificates are presented to the Debenture Issuer for transfer or reissue.

I-4

<PAGE>

(f) If the Debentures are distributed to holders of the Trust Securities
pursuant to Section 4(e), the Debenture Issuer will use its best efforts to have
the Debentures listed for trading on the New York Stock Exchange or on such
other exchange on which the Trust Preferred Securities were listed immediately
prior to the distribution of the Debentures.

(g) "Redemption or Distribution Procedures."

(i) Notice of any redemption of, or notice of distribution of
Debentures in exchange for the Trust Securities (a "Redemption/Distribution
Notice") will be given by the Trust by mail to each Holder of Trust
Securities to be redeemed or exchanged not fewer than thirty (30) nor more
than sixty (60) days before the date fixed for redemption or exchange
thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are given pursuant
to this Section 4(g)(i), a Redemption/ Distribution Notice shall be deemed
to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Trust Securities. Each
Redemption/Distribution Notice shall be addressed to the Holders of Trust
Securities at the address of each such Holder appearing in the books and
records of the Trust. No defect in the Redemption/ Distribution Notice or
in the mailing thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other
Holder.

(ii) In the event that fewer than all the outstanding Trust
Preferred Securities are to be redeemed, the Trust Preferred Securities to
be redeemed shall be redeemed Pro Rata from each Holder of Trust Preferred
Securities, it being understood that, in respect of Trust Preferred
Securities registered in the name of and held of record by the Depositary
or its nominee (or any successor Clearing Agency or its nominee), the
distribution of the proceeds of such redemption will be made to each
Clearing Agency Participant (or Person on whose behalf such nominee holds
such Trust Preferred Securities) in accordance with the procedures applied
by such agency or nominee.

(iii) If Trust Securities are to be redeemed and the Trust gives a
Redemption/Distribution Notice, which notice may only be issued if the
Debentures are redeemed as set out in this Section 4 (which notice will
be irrevocable), then (A) while the Trust Preferred Securities are in
book-entry only form, with respect to the Trust Preferred Securities, by
12:00 noon, New York City time, on the redemption date, provided that
the Debenture Issuer has paid the Property Trustee a sufficient amount
of cash in connection with the related redemption or maturity of the
Debentures, the Property Trustee will deposit irrevocably with the
Depositary or its nominee (or successor Clearing Agency or its nominee)
funds sufficient to pay the applicable Redemption Price with respect to
the Trust Preferred Securities and will give the Depositary irrevocable
instructions and authority to pay the Redemption Price to the Trust
Preferred Security Beneficial Owners, and (B) with respect to Trust
Preferred Securities issued in definitive form and Trust Common
Securities, provided that the Debenture Issuer has paid the Property
Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Debentures, the Property Trustee will pay
the relevant Redemption Price to the Holders of such Trust Securities by
check mailed to the address of the relevant Holder appearing on the
books and records of the Trust on the redemption date. If a
Redemption/Distribution Notice shall have been given and funds deposited
as required, if applicable, then immediately prior to the close of
business on the date of such deposit, or on the redemption date, as
applicable, Distributions will cease to accrue

I-5

<PAGE>

on the Trust Securities so called for redemption and all rights of
Holders of such Trust Securities so called for redemption will cease,
except the right of the Holders of such Trust Securities to receive the
Redemption Price, but without interest on such Redemption Price.
Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Trust Securities
that have been so called for redemption. If any date fixed for
redemption of Trust Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date fixed for redemption. If payment of the
Redemption Price in respect of any Trust Securities is improperly
withheld or refused and not paid either by the Property Trustee or by
the Sponsor as guarantor pursuant to the relevant Trust Securities
Guarantee, Distributions on such Trust Securities will continue to
accrue from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.

(iv) Redemption/Distribution Notices shall be sent by the
Administrative Trustees on behalf of the Trust to (A) in respect of the
Trust Preferred Securities, the Depositary or its nominee (or any successor
Clearing Agency or its nominee) if the Global Certificate(s) have been
issued or, if Definitive Trust Preferred Security Certificates have been
issued, to the Holder thereof, and (B) in respect of the Trust Common
Securities, to the Holder thereof.

(v) Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), the Sponsor or any of
its subsidiaries may at any time and from time to time purchase outstanding
Trust Preferred Securities by tender, in the open market or by private
agreement.

5. VOTING RIGHTS - TRUST PREFERRED SECURITIES.

(a) Except as provided under Sections 5(b) and 7 and as otherwise required
by law and the Declaration, the Holders of the Trust Preferred Securities will
have no voting rights.

(b) The Holders of a Majority in liquidation amount of the Trust Preferred
Securities, voting separately as a class, may (i) direct the time, method, and
place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the Property Trustee
under the Declaration, including directing the time, method and place of
conducting any proceeding for any remedy available to the Debt Trustee, or
exercising any trust or power conferred on the Debt Trustee, with respect to the
Debentures, (ii) waive any past default and its consequences that are waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable, or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required; provided, however, that, where
a consent or action under the Indenture would require the consent or act of the
Holders of greater than a majority of the Holders in principal amount of
Debentures affected thereby (a "Super-Majority"), the Property Trustee may only
give such consent or take such action at the written direction of the Holders of
at least the proportion in liquidation amount of the Trust Preferred Securities
which the relevant Super-Majority represents of the aggregate principal amount
of the Debentures outstanding. The Property Trustee shall not take any action
in accordance with the directions of the

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<PAGE>

Holders of the Trust Preferred Securities under this paragraph unless the
Property Trustee has obtained an opinion of independent tax counsel to the
effect that, for the purposes of United States federal income tax, the Trust
will be classified as a grantor trust notwithstanding such action. If the
Property Trustee fails to enforce its rights under the Declaration, any
Holder of Trust Preferred Securities may, to the fullest extent permitted by
law, institute legal proceedings directly against the Debenture Issuer or any
other person or entity to enforce the Property Trustee's rights under the
Declaration without first instituting any legal proceedings against the
Property Trustee or any other person or entity. In addition, if an Event of
Default under the Declaration has occurred and is continuing due to the
failure of the Debenture Issuer to pay interest, principal or other required
payment on the Debentures issued to the Trust on the date such interest,
principal or other required payment is otherwise payable (or, in the case of
redemption, on the redemption date), then a Holder of Trust Preferred
Securities may directly institute a proceeding against the Debenture Issuer
for enforcement of payment to the Holder of the Trust Preferred Securities of
the principal, interest or other required payment on Debentures having a
principal amount equal to the liquidation amount of the Trust Preferred Trust
Securities of such Holder on or after the respective due dates specified in
the Debentures. In connection with such Direct Action, WPSR will be
subrogated to the rights of such Holder of Trust Preferred Securities to the
extent of any payment made by WPSR to such Holder of Trust Preferred
Securities in such Direct Action.

Any approval or direction of Holders of Trust Preferred Securities may be
given at a separate meeting of Holders of Trust Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Trust Securities of the
Trust or pursuant to written consent. The Administrative Trustees will cause a
notice of any meeting at which Holders of Trust Preferred Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Trust Preferred
Securities. Each such notice will include a statement setting forth (i) the
date of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought, and (iii) instructions for the delivery of proxies or consents.

No vote or consent of the Holders of the Trust Preferred Securities will be
required for the Trust to redeem and cancel Trust Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Trust Securities.

Notwithstanding that Holders of Trust Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the Trust
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

If any Event of Default shall occur and so long as such Event of
Default shall continue, the Property Trustee and the Delaware Trustee may be
removed and replaced by the Holders of a Majority in liquidation amount of the
outstanding Trust Preferred Securities voting as a class at a meeting of the
Holders of the Trust Preferred Securities.

6. VOTING RIGHTS - TRUST COMMON SECURITIES.

(a) Except as provided under Sections 6(b), (c) and 7 and as otherwise
required by law and the Declaration, the Holders of the Trust Common Securities
will have no voting rights.

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<PAGE>

(b) The Holders of the Trust Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove, or replace any
Trustee or to increase or decrease the number of Trustees, provided, however, if
an Event of Default shall occur and so long as such Event of Default shall
continue the Property Trustee and the Delaware Trustee may not be removed and
replaced by the Holders of the Trust Common Securities.

(c) Subject to Section 2.6 of the Declaration and only after the Event of
Default with respect to the Trust Preferred Securities has been cured, waived,
or otherwise eliminated, the Holders of a Majority in liquidation amount of the
Trust Common Securities, voting separately as a class, may (i) direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee or exercising any trust or power conferred upon the Property
Trustee under the Declaration, including directing the time, method and place of
conducting any proceeding for any remedy available to the Debt Trustee, or
exercising any trust or power conferred on the Debt Trustee, with respect to the
Debentures, (ii) waive any past default and its consequences that are waivable
under the Indenture or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable or
(iv) consent to any amendment, modification or termination of the Indenture or
the Debentures, where such consent shall be required; provided that, where a
consent or action under the Indenture would require the consent or act of a
Super-Majority of the Holders of the Debentures affected thereby, the Property
Trustee may only give such consent or take such action at the written direction
of the Holders of at least the proportion in liquidation amount of the Trust
Common Securities which the relevant Super-Majority represents of the aggregate
principal amount of the Debentures outstanding. The Property Trustee shall not
take any action in accordance with the directions of the Holders of the Trust
Common Securities under this paragraph unless the Property Trustee has obtained
an opinion of independent tax counsel to the effect that, for the purposes of
United States federal income tax, the Trust will not be classified as other than
a grantor trust on account of such action. If the Property Trustee fails to
enforce its rights under the Declaration, any Holder of Trust Common Securities
may, to the fullest extent permitted by law, institute legal proceedings
directly against any Person to enforce the Property Trustee's rights under the
Declaration, without first instituting a legal proceeding against the Property
Trustee or any other Person. Notwithstanding the foregoing, if an Event of
Default under the Declaration has occurred and is continuing due to the failure
of the Debenture Issuer to pay interest, principal or other required payment on
the Debentures on the date such interest or principal is otherwise payable, a
Holder of Trust Common Securities may directly institute a proceeding against
the Debenture Issuer for enforcement of payment to the Holder of the Trust
Common Securities of the principal, interest or other required payment on the
Debentures having a principal amount equal to the stated liquidation amount of
the Trust Common Securities of such Holder on or after the respective due dates
specified in the Debentures.

Any approval or direction of Holders of Trust Common Securities may be
given at a separate meeting of Holders of Trust Common Securities convened for
such purpose, at a meeting of all of the Holders of Trust Securities or pursuant
to written consent. The Administrative Trustees will cause a notice of any
meeting at which Holders of Trust Common Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of Trust Common Securities. Each such
notice will include a statement setting forth (i) the date of such meeting or
the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

I-8

<PAGE>

No vote or consent of the Holders of the Trust Common Securities will be
required for the Trust to redeem and cancel Trust Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Trust Securities.

7. AMENDMENTS TO DECLARATION AND INDENTURE. In addition to any
requirements under Section 12.1 of the Declaration, if any proposed amendment to
the Declaration provides for, or the Administrative Trustees otherwise propose
to effect, (i) any action that would materially adversely affect the powers,
preferences or special rights of the Trust Securities, whether by way of
amendment to the Declaration or otherwise, or (ii) the dissolution, winding-up
or termination of the Trust, other than as described in Section 8.1 of the
Declaration, then the Holders of outstanding Trust Securities, voting together
as a single class, will be entitled to vote on such amendment or proposal (but
not on any other amendment or proposal) and such amendment or proposal shall not
be effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Trust Securities; provided, however, that a reduction
of the aggregate liquidation amount or the distribution rate, or a change in the
terms governing payment dates or maturities of the Trust Preferred Securities
shall not be permitted without the consent of each Holder of the Trust Preferred
Securities; and provided further that, if any amendment or proposal referred to
in clause (i) above would materially adversely affect only the Trust Preferred
Securities or only the Trust Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority in
liquidation amount of such class of Trust Securities. Notwithstanding the
foregoing, no amendment or modification may be made to the Declaration if such
amendment or modification would (i) cause the Trust to be classified as other
than a grantor trust for United States federal income tax purposes, (ii) reduce
or otherwise adversely affect the powers of the Property Trustee, or (iii) cause
the Trust to be deemed an "investment company" which is required to be
registered under the Investment Company Act.

8. PRO RATA. A reference in these terms of the Trust Securities to any
payment, distribution or treatment as being "Pro Rata" shall mean pro rata to
each Holder of Trust Securities according to the aggregate liquidation amount of
the Trust Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Trust Securities outstanding unless, in relation to a
payment, an Event of Default under the Declaration has occurred and is
continuing, in which case any funds available to make such payment shall be paid
first to each Holder of the Trust Preferred Securities pro rata according to the
aggregate liquidation amount of Trust Preferred Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Trust Preferred
Securities outstanding, and only after satisfaction of all amounts owed to the
Holders of the Trust Preferred Securities, to each Holder of Trust Common
Securities pro rata according to the aggregate liquidation amount of Trust
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Trust Common Securities outstanding.

9. RANKING. The Trust Preferred Securities rank pari passu and payment
thereon shall be made Pro Rata with the Trust Common Securities except that,
where an Event of Default occurs and is continuing under the Indenture in
respect of the Debentures held by the Property Trustee, the rights of Holders of
the Trust Common Securities to payment in respect of Distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the Trust Preferred Securities and no payment of any
Distribution on, or Redemption Price of, any of the Trust Common Securities and
no other payment on account of the liquidation of the Trust Common Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
Distributions on all of the outstanding Trust Preferred Securities for all
distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price, the full amount of such Redemption Price

I-9

<PAGE>

on all of the outstanding Trust Preferred Securities then being redeemed,
shall have been made or provided for.

10. LISTING. The Administrative Trustees shall use their best efforts to
cause the Trust Preferred Securities to be listed for trading on the New York
Stock Exchange.

11. ACCEPTANCE OF TRUST SECURITIES GUARANTIES AND INDENTURE. Each Holder
of Trust Preferred Securities and Trust Common Securities, by the acceptance
thereof, agrees to the provisions of the Trust Preferred Securities Guarantee
and the Trust Common Securities Guarantee, respectively, including the
subordination provisions therein, and to the provisions of the Indenture.

12. NO PREEMPTIVE RIGHTS. The Holders of the Trust Securities shall have
no preemptive or similar rights to subscribe for any additional securities.

13. MISCELLANEOUS. These terms constitute a part of the Declaration. The
Sponsor will provide a copy of the Declaration, the Trust Preferred Securities
Guarantee or the Trust Common Securities Guarantee (as may be appropriate), and
the Indenture to a Holder without charge on written request to the Sponsor at
its principal place of business.

I-10

<PAGE>
EXHIBIT A-1

FORM OF TRUST PREFERRED SECURITY CERTIFICATE

[IF THE TRUST PREFERRED SECURITY CERTIFICATE IS TO BE A GLOBAL CERTIFICATE
INSERT - This Trust Preferred Security is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the
name of a Depositary or a nominee of the Depositary. This Trust Preferred
Security is exchangeable for Trust Preferred Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration, and no transfer of this Trust
Preferred Security (other than a transfer of this Trust Preferred Security as
a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances described in the Declaration.

Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to WPSR Capital
Trust I or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment hereon is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]

Certificate Number Number of Trust Preferred Securities

CUSIP NO. [ ]

Certificate Evidencing Trust Preferred Securities

WPSR CAPITAL TRUST I

____% Trust Preferred Securities (liquidation amount $25 per Trust
Preferred Security)

WPSR CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of trust preferred securities of the Trust,
representing undivided beneficial interests in the assets of the Trust,
designated the % Trust Preferred Securities (liquidation amount $25 per
Trust Preferred Security) (the "Trust Preferred Securities"). The Trust
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of _______________, 1998, as the same may be amended from time to time
(the "Declaration"), including the designation of the terms

A1-1

<PAGE>

of the Trust Preferred Securities set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given
them in the Declaration. The Holder is entitled to the benefits of the Trust
Preferred Securities Guarantee to the extent provided therein. The Sponsor
will provide a copy of the Declaration, the Trust Preferred Securities
Guarantee and the Indenture to a Holder without charge upon written request
to the Sponsor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Trust Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of ___________, 199__.

WPSR CAPITAL TRUST I

By:
--------------------------------------------
Name:
-----------------------------------------,
as Administrative Trustee

A1-2

<PAGE>

[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust Preferred Security will be fixed at
a rate per annum of (the "Coupon Rate") of the stated liquidation amount
of $25 per Trust Preferred Security, such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions
in arrears for more than one quarterly Distribution period will bear interest
thereon compounded quarterly at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect
of the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable
for any period will be computed for any full quarterly Distribution period on
the basis of a 360-day year of twelve 30-day months, and for any period
shorter than a full quarterly Distribution period for which distributions are
computed, distributions will be computed on the basis of the actual number of
days elapsed.

Except as otherwise described below, Distributions on the Trust
Preferred Securities will be cumulative, will accrue from the date of
original issuance and will be payable quarterly in arrears, on March 31, June
30, September 31 and December 31 of each year, commencing on September 30,
1998 to the Holders thereof as they appear on the books and records of the
Trust on the relevant record dates. The Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive calendar quarters (each an "Extension Period") provided that no
Extension Period shall last beyond the date of the maturity of the Debentures
and, as a consequence of such deferral, Distributions will also be deferred.
Despite such deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together
with all such previous and further extensions thereof may not exceed 20
consecutive calendar quarters or extend beyond the date of maturity of the
Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date
after the end of the Extension Period. Upon the termination of any Extension
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the above requirements.

The Trust Preferred Securities shall be redeemable as provided in the
Declaration.

A1-3

<PAGE>
ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security Certificate to:

- -------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- -------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints________________________________________________________
agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
-----------------

Signature:
-------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)

A1-4

<PAGE>
EXHIBIT A-2

FORM OF TRUST COMMON SECURITY CERTIFICATE

Certificate Number Number of Trust Common Securities

Certificate Evidencing Trust Common Securities
of
WPSR CAPITAL TRUST I

Trust Common Securities (liquidation amount $25 per Common Security)

WPSR CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that _________________
(the "Holder") is the registered owner of trust common securities of the Trust,
representing undivided beneficial interests in the assets of the Trust,
designated the Trust Common Securities (liquidation amount $25 per Trust
Common Security) (the "Trust Common Securities"). The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Trust Common Securities are set forth in, and this certificate and the Trust
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of , 1998, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Trust
Common Securities set forth in Annex I to the Declaration. Capitalized terms
used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Trust Common
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Trust Common Securities Guarantee and the Indenture
to a Holder without charge upon written request to the Sponsor at its principal
place of business. THE TRUST COMMON SECURITIES ARE NOT TRANSFERRABLE EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION.

Upon receipt of this certificate, the Holder is bound by the Declaration
and is entitled to the benefits thereunder.

By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Trust Common Securities as
evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of ____________, 199__.

WPSR CAPITAL TRUST I

By:
---------------------------------------
Name:
-------------------------------------
as Administrative Trustee

A2-1

<PAGE>

[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust Common Security will be fixed at a
rate per annum of ____% (the "Coupon Rate") of the stated liquidation amount
of $25 per Trust Common Security, such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions
in arrears for more than one quarterly Distribution period will bear interest
thereon compounded quarterly at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect
of the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable
for any period will be computed for any full quarterly Distribution period on
the basis of a 360-day year of twelve 30-day months, and for any period
shorter than a full quarterly Distribution period for which Distributions are
computed, distributions will be computed on the basis of the actual number of
days elapsed.

Except as otherwise described below, Distributions on the Trust Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears, on March 31, June 30, September 31
and December 31 of each year, commencing on September 30, 1998, to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive calendar quarters (each an "Extension Period") provided that no
Extension Period shall last beyond the date of the maturity of the Debentures
and, as a consequence of such deferral, Distributions will also be deferred.
Despite such deferral, quarterly Distributions will continue to accrue with
interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together
with all such previous and further extensions thereof may not exceed 20
consecutive calendar quarters or extend beyond the date of maturity of the
Debentures. Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date
after the end of the Extension Period. Upon the termination of any Extension
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the above requirements.

The Trust Common Securities shall be redeemable as provided in the
Declaration.

A2-2

<PAGE>

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common
Security Certificate to:

- -------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

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

- -------------------------------------------------------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints _________________________________________ agent to
transfer this Trust Common Security Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date:
--------------------------

Signature: -------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Trust
Common Security Certificate)

A2-3

<PAGE>

EXHIBIT B

SPECIMEN OF DEBENTURE

B-1

<PAGE>

EXHIBIT C

UNDERWRITING AGREEMENT

C-1

<PAGE>
EXHIBIT 4.4

Draft 6/09/98

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

WPS RESOURCES CORPORATION
ISSUER

AND

STATE STREET BANK AND TRUST COMPANY
TRUSTEE

INDENTURE
DATED AS OF__________, 1998

SUBORDINATED DEBT SECURITIES

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

<PAGE>

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

<TABLE>

<S> <C> <C>
SECTION 1.1. Definitions of Terms . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.1. Designation and Terms of Debt Securities . . . . . . . . . . . 6
SECTION 2.2. Form of Debt Securities and Trustee's Certificate. . . . . . . 8
SECTION 2.3. Denominations; Provisions for Payment. . . . . . . . . . . . . 8
SECTION 2.4. Execution and Authentication.. . . . . . . . . . . . . . . . . 9
SECTION 2.5. Registration of Transfer and Exchange. . . . . . . . . . . . . 10
SECTION 2.6. Temporary Securities.. . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Debt Securities.. . . . . 11
SECTION 2.8. Cancellation.. . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.9. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.10. Authenticating Agent.. . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.11. Global Securities. . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III
REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.1. Redemption.. . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.2. Notice of Redemption.. . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.3. Payment Upon Redemption. . . . . . . . . . . . . . . . . . . . 15
SECTION 3.4. Sinking Fund.. . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 3.5. Satisfaction of Sinking Fund Payments with Debt Securities.. . 16
SECTION 3.6. Redemption of Debt Securities for Sinking Fund.. . . . . . . . 16

ARTICLE IV
COVENANTS OF THE COMPANY

SECTION 4.1. Payment of Principal, Premium and Interest.. . . . . . . . . . 17
SECTION 4.2. Maintenance of Office or Agency. . . . . . . . . . . . . . . . 17
SECTION 4.3. Paying Agents. . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.4. Appointment to Fill Vacancy in Office of Trustee.. . . . . . . 18
SECTION 4.5. Compliance with Consolidation Provisions.. . . . . . . . . . . 18
SECTION 4.6. Limitation on Dividends. . . . . . . . . . . . . . . . . . . . 18
SECTION 4.7. Covenants as to WPSR Trusts. . . . . . . . . . . . . . . . . . 19
SECTION 4.8. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.9. Notice of Default. . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

ARTICLE V
SECURITYHOLDERS, LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.1. Company to Furnish Trustee Names and Addresses of
Securityholders . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.2. Preservation Of Information; Communications With
Securityholders . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 5.3. Reports By the Company.. . . . . . . . . . . . . . . . . . . . 20
SECTION 5.4. Reports by the Trustee.. . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.2. Collection of Indebtedness and Suits for Enforcement by
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 6.3. Application of Moneys Collected. . . . . . . . . . . . . . . . 24
SECTION 6.4. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.5. Rights and Remedies Cumulative; Delay or Omission Not
Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.6. Control by Securityholders.. . . . . . . . . . . . . . . . . . 26
SECTION 6.7. Undertaking to Pay Costs.. . . . . . . . . . . . . . . . . . . 26
SECTION 6.8. Acknowledgement Regarding Trust Preferred Securities . . . . . 26

ARTICLE VII
CONCERNING THE TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities of Trustee.. . . . . . . . 27
SECTION 7.2. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . 28
SECTION 7.3. Trustee Not Responsible for Recitals or Issuance of Debt.. . . 29
SECTION 7.4. May Hold Debt Securities.. . . . . . . . . . . . . . . . . . . 29
SECTION 7.5. Moneys Held in Trust.. . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.6. Compensation and Reimbursement.. . . . . . . . . . . . . . . . 29
SECTION 7.7. Reliance on Officers' Certificate. . . . . . . . . . . . . . . 30
SECTION 7.8. Qualification; Conflicting Interests.. . . . . . . . . . . . . 30
SECTION 7.9. Corporate Trustee Required; Eligibility. . . . . . . . . . . . 30
SECTION 7.10. Resignation and Removal; Appointment of Successor. . . . . . . 31
SECTION 7.11. Acceptance of Appointment By Successor . . . . . . . . . . . . 32
SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. . 33
SECTION 7.13. Preferential Collection of Claims Against the Company. . . . . 33

ARTICLE VIII
CONCERNING THE SECURITYHOLDERS

SECTION 8.1. Evidence of Action by Securityholders. . . . . . . . . . . . . 33
SECTION 8.2. Proof of Execution by Securityholders. . . . . . . . . . . . . 34

<PAGE>

SECTION 8.3. Who May be Deemed Owners.. . . . . . . . . . . . . . . . . . . 34
SECTION 8.4. Certain Debt Securities Owned by Company Disregarded.. . . . . 34
SECTION 8.5. Actions Binding on Future Securityholders. . . . . . . . . . . 35

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without the Consent of
Securityholders. . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 9.2. Supplemental Indentures With Consent of Securityholders. . . . 36
SECTION 9.3. Effect of Supplemental Indentures. . . . . . . . . . . . . . . 36
SECTION 9.4. Debt Securities Affected by Supplemental Indentures. . . . . . 37
SECTION 9.5. Execution of Supplemental Indentures.. . . . . . . . . . . . . 37
ARTICLE X
SUCCESSOR CORPORATION

SECTION 10.1. Company May Consolidate, Etc.. . . . . . . . . . . . . . . . . 37
SECTION 10.2 Successor Corporation Substituted. . . . . . . . . . . . . . . 38
SECTION 10.3 Evidence of Consolidation, Etc. to Trustee . . . . . . . . . . 38

ARTICLE XI
SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge of Indenture. . . . . . . . . . . . 39
SECTION 11.2. Discharge of Obligations . . . . . . . . . . . . . . . . . . . 39
SECTION 11.3. Deposited Moneys to be Held In Trust . . . . . . . . . . . . . 40
SECTION 11.4. Payment of Moneys Held by Paying Agents. . . . . . . . . . . . 40
SECTION 11.5. Repayment to Company . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE XII
IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.1. No Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE XIII
SUBORDINATION OF DEBT SECURITIES

SECTION 13.1. Agreement to Subordinate . . . . . . . . . . . . . . . . . . . 41
SECTION 13.2. Default on Senior Indebtedness . . . . . . . . . . . . . . . . 42
SECTION 13.3 Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . 42
SECTION 13.4. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 13.5. Trustee to Effectuate Subordination. . . . . . . . . . . . . . 44
SECTION 13.6. Notice by the Company. . . . . . . . . . . . . . . . . . . . . 44
SECTION 13.7. Rights of the Trustee; Holders of Senior Indebtedness. . . . . 45
SECTION 13.8. Subordination May Not Be Impaired. . . . . . . . . . . . . . . 45

iii

<PAGE>

ARTICLE XIV
MISCELLANEOUS PROVISIONS

SECTION 14.1. Effect on Successors and Assigns . . . . . . . . . . . . . . . 46
SECTION 14.2. Actions by Successor . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.3. Surrender of Company Powers. . . . . . . . . . . . . . . . . . 46
SECTION 14.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.5. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 14.6. Treatment of the Debt Securities as Debt . . . . . . . . . . . 46
SECTION 14.7. Compliance Certificates and Opinions . . . . . . . . . . . . . 47
SECTION 14.8. Payments on Business Days. . . . . . . . . . . . . . . . . . . 47
SECTION 14.9. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . 47
SECTION 14.10. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 14.11. Separability . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 14.12. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 48

</TABLE>

<PAGE>

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
- ------------------- ----------
<S> <C>

310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.9
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.2(c)
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(a)
313(b) 5.4(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(b)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.4(c)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.6
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.6
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(b)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.1(c)
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14.8

</TABLE>

- -----------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to
be part of the Indenture and shall not have any bearing on the
interpretation of its terms or provisions.

v
<PAGE>

THIS INDENTURE, dated as of___________________, 1998, between WPS
RESOURCES CORPORATION, a Wisconsin corporation (the "Company"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not in its
individual capacity but solely as trustee (the "Trustee"):

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance, from time to time, of its unsecured
debentures, notes or other evidences of indebtedness (the "Debt Securities"),
to be issued in one or more series as provided in this Indenture. This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions. All things necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Debt
Securities by the holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all holders of the Debt Securities or
of any series thereof, as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1. DEFINITIONS OF TERMS.

The terms defined in this Section (except as otherwise expressly
provided in this Indenture or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall
have the respective meanings specified in this Section and shall include the
plural as well as the singular. All other terms used in this Indenture that
are defined in the Trust Indenture Act of 1939, as amended, or by reference
therein in the Securities Act of 1933, as amended (except as otherwise
expressly provided in this Indenture or unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust
Indenture Act and in the Securities Act as in force at the date of the
execution of this instrument.

"ADMINISTRATIVE TRUSTEES" shall have the meaning set forth in the
Declaration.

"AFFILIATE" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10%
or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by or under common control
with the specified Person, (d) a partnership in which the specified Person is
a general partner, (e) any officer or director of the specified Person and
(f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.

<PAGE>

"AUTHENTICATING AGENT" means an authenticating agent with respect to all
or any of the series of Debt Securities appointed with respect to all or such
series of the Debt Securities by the Trustee pursuant to Section 2.10.

"BANKRUPTCY LAW" means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.

"BOARD OF DIRECTORS" means the board of directors of the Company, or any
duly authorized committee of such board.

"BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors or by a duly constituted committee thereof and to
be in full force and effect on the date of such certification.

"BUSINESS DAY" means, with respect to any series of Debt Securities, any
day other than a day on which federal or state banking institutions in New
York, New York or Boston, Massachusetts are authorized or required by law,
executive order or regulation to close.

"CERTIFICATE" means a certificate signed by the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company. The Certificate need not comply with the
provisions of Section 14.7.

"COMMISSION" means the United States Securities and Exchange Commission,
or any successor agency thereto.

"COMPANY" means WPS Resources Corporation, a corporation duly organized
and existing under the laws of the State of Wisconsin, and, subject to the
provisions of Article X, shall also include its successors and assigns.

"CORPORATE TRUST OFFICE" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at Two International
Place, 4th Floor, P.O. Box 778, Boston, Massachusetts 02102-0778, Attention:
Corporate Trust Department.

"CUSTODIAN" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

"DEBT SECURITIES" means the Debt Securities authenticated and delivered
under this Indenture.

"DECLARATION" means, with respect to a WPSR Trust, the amended and
restated declaration of trust of such WPSR Trust or any other governing
instrument of such WPSR Trust.

"DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 2.3.

<PAGE>

"DEPOSITARY" means, with respect to Debt Securities of any series for
which the Company shall determine that such Debt Securities will be issued as
a Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.1 or 2.11.

"EVENT OF DEFAULT" means, with respect to Debt Securities of a
particular series, any event specified in Section 6.1, continued for the
period of time, if any, therein designated.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"GLOBAL SECURITY" means, with respect to any series of Debt Securities,
a Debt Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance
with this Indenture, which shall be registered in the name of the Depositary
or its nominee.

"GOVERNMENTAL OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America that, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on
any such Governmental Obligation held by such custodian for the account of
the holder of such depositary receipt; PROVIDED, HOWEVER, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the
specific payment of principal of or interest on the Governmental Obligation
evidenced by such depositary receipt.

"GUARANTIES" mean the Trust Preferred Securities Guaranty and the Trust
Common Securities Guaranty.

"HEREIN", "HEREOF" and "HEREUNDER", and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision.

"INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof and
shall include the form and terms of particular series of Debt Securities
established as contemplated hereunder.

"INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Debt Security of a particular series, means the date specified
in such Debt Security or in a Board Resolution and Officers' Certificate or
an indenture supplemental hereto with respect to such series as the fixed
date on which an installment of interest with respect to Debt Securities of
that series is due and payable.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman,
President or any Vice President and by the Treasurer or an Assistant
Treasurer or the Controller or an Assistant Controller or the Secretary or an
Assistant Secretary of the Company that is delivered to the Trustee in
accordance with

<PAGE>

the terms hereof. Each such certificate shall include the statements provided
for in Section 14.7, if and to the extent required by the provisions of such
Section.

"OPINION OF COUNSEL" means an opinion in writing of legal counsel, who
may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include
the statements provided for in Section 14.7, if and to the extent required by
the provisions of such Section.

"OUTSTANDING", when used with reference to Debt Securities of any
series, means, subject to the provisions of Section 8.4, as of any particular
time, all Debt Securities of that series theretofore authenticated and
delivered by the Trustee under this Indenture, except (a) Debt Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Debt Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying
agent (other than the Company) or shall have been set aside and segregated in
trust by the Company (if the Company shall act as its own paying agent);
PROVIDED, HOWEVER, that if such Debt Securities or portions of such Debt
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided in Section 3.2, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Debt Securities in lieu of or in substitution for which other Debt Securities
shall have been authenticated and delivered pursuant to the terms of Section
2.7; and (d) Debt Securities, except to the extent provided in Sections 11.1
and 11.2, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XI.

"PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, joint-stock company, unincorporated
organization or government or any agency or political subdivision thereof.

"PREDECESSOR SECURITY" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt and
guaranty as that evidenced by such particular Debt Security; and, for the
purposes of this definition, any Debt Security authenticated and delivered
under Section 2.7 in lieu of a lost, destroyed or stolen Debt Security shall
be deemed to evidence the same debt as the lost, destroyed or stolen Debt
Security.

"PROPERTY TRUSTEE" has the meaning set forth in the Declaration of the
applicable WPSR Trust.

"RESPONSIBLE OFFICER," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the president, any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer or other officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with
the particular subject.

"SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

<PAGE>

"SECURITYHOLDER", "HOLDER OF DEBT SECURITIES", "REGISTERED HOLDER", or
other similar term, means the Person or Persons in whose name or names a
particular Debt Security shall be registered on the books of the Company kept
for that purpose in accordance with the terms of this Indenture.

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings set forth in Section 2.5.

"SENIOR INDEBTEDNESS" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company, (ii)
all capital lease obligations of the Company, (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the
Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of
the Company for the reimbursement on any letter of credit, banker's
acceptance, security purchase facility or similar credit transaction; (v) all
obligations of the type referred to in clauses (i) through (iv) of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise, and (vi) all obligations of the type
referred to in clauses (i) through (v) of other Persons secured by any lien
on any property or asset of the Company (whether or not such obligation is
assumed by the Company); except in each case for (1) any such indebtedness
that is by its terms subordinated to or PARI PASSU with the Debt Securities,
as the case may be, and (2) any indebtedness from the Company to any
Affiliate of the Company.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be
owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner.

"TRUSTEE" means State Street Bank and Trust Company and, subject to the
provisions of Article VII, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee," as
used with respect to a particular series of Debt Securities, shall mean the
trustee with respect to that series.

"TRUST COMMON SECURITIES" means undivided beneficial interests in the
assets of a WPSR Trust which rank pari passu with Trust Preferred Securities
issued by such WPSR Trust; PROVIDED, HOWEVER, that upon the occurrence of an
Event of Default, the rights of holders of Trust Common Securities to payment
in respect of distributions and payments upon liquidation, redemption and
maturity are subordinated to the rights of holders of Trust Preferred
Securities.

"TRUST COMMON SECURITIES GUARANTY" means any guaranty that the Company
may enter into with State Street Bank and Trust Company or any other Person
or Persons that operates directly or indirectly for the benefit of holders of
Trust Common Securities of a WPSR Trust.

"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, subject to
the provisions of Sections 9.1, 9.2 and 10.1, as in effect at the date of
execution of this instrument.

<PAGE>

"TRUST PREFERRED SECURITIES" means undivided beneficial interests in the
assets of a WPSR Trust which rank pari passu with Trust Common Securities
issued by such WPSR Trust; PROVIDED, HOWEVER, that upon the occurrence of an
Event of Default, the rights of holders of Trust Common Securities to payment
in respect of distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of holders of Trust Preferred
Securities.

"TRUST PREFERRED SECURITIES GUARANTY" means any guaranty that the
Company may enter into with State Street Bank and Trust Company or any other
Person or Persons that operates directly or indirectly for the benefit of
holders of Trust Preferred Securities of a WPSR Trust.

"TRUST SECURITIES" means Trust Common Securities and Trust Preferred
Securities.

"VOTING STOCK", as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.

"WPSR TRUST" means WPSR Capital Trust I, a Delaware business trust, or
any similar trust created for the purpose of issuing preferred securities in
connection with the issuance of Debt Securities under this Indenture.

ARTICLE II
ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.1. DESIGNATION AND TERMS OF DEBT SECURITIES.

The aggregate principal amount of Debt Securities that may be
authenticated and delivered under this Indenture is unlimited. The Debt
Securities may be issued in one or more series up to the aggregate principal
amount of Debt Securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Company, or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Debt
Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate,
or established in one or more indentures supplemental hereto:

(a) the title of the series of Debt Security (which shall distinguish
the Debt Securities of that series from all other series of Debt Securities);

(b) any limit upon the aggregate principal amount of the Debt
Securities of that series that may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of that series);

<PAGE>

(d) the rate or rates at which the Debt Securities of that series
shall bear interest or the manner of calculation of such rate or rates, if any;

(e) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates;

(f) the right, if any, to defer the interest payment periods and the
duration of such extension;

(g) the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Debt Securities of that series may be
redeemed, in whole or in part, at the option of the Company;

(h) the obligation, if any, of the Company to redeem or purchase Debt
Securities of that series pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund
obligations) or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Debt Securities of that series shall be redeemed or purchased, in whole
or in part, pursuant to such obligation;

(i) the form of the Debt Securities of that series, including the
form of the Certificate of Authentication for such series;

(j) if other than denominations of [one thousand U.S. dollars
($1,000)] or any integral multiple thereof, the denominations in which the Debt
Securities of that series shall be issuable;

(k) whether the Debt Securities are issuable as a Global Security
and, in such case, the identity of the Depositary for such series; and

(l) any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture), including any terms
which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Debt Securities of that series.

All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to any such Board Resolution or in any indentures supplemental
hereto.

If any of the terms of a series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of such series.

<PAGE>

SECTION 2.2. FORM OF DEBT SECURITIES AND TRUSTEE'S CERTIFICATE.

The Debt Securities of any series and the Trustee's certificate of
authentication to be borne by such Debt Securities shall be substantially of
the tenor and purport as set forth in one or more indentures supplemental
hereto or as provided in a Board Resolution and as set forth in an Officers'
Certificate, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Debt
Securities of that series may be listed, or to conform to usage.

SECTION 2.3. DENOMINATIONS; PROVISIONS FOR PAYMENT.

The Debt Securities shall be issuable as registered Debt Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.1(j). The Debt Securities of a
particular series shall bear interest payable on the Interest Payment Dates
and at the rate specified with respect to that series. The principal of and
the interest on the Debt Securities of any series, as well as any premium
thereon in case of redemption thereof prior to maturity, shall be payable in
the coin or currency of the United States of America that at the time of such
payment is legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, the
City and State of New York. Notwithstanding the foregoing, so long as the
holder of any Debt Securities is the Property Trustee, the payment of the
principal and interest, including premium if any, on the Debt Securities held
by the Property Trustee shall be made at such place and to such account as
may be designated by the Property Trustee. Each Debt Security shall be dated
the date of its authentication. Interest on the Debt Securities shall be
computed on the basis of a 360-day year composed of twelve 30-day months.

The interest installment on any Debt Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for Debt
Securities of that series shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the regular record date for such interest installment.
In the event that any Debt Security of a particular series or portion thereof
is called for redemption and the redemption date is subsequent to a regular
record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security as provided in Section 3.3.

Any interest on any Debt Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Debt Securities
of that series (herein called "Defaulted Interest") shall forthwith cease to
be payable to the registered holder on the relevant regular record date by
virtue of having been such holder; and such Defaulted Interest shall be paid
by the Company, at its election, as provided in clause (1) or clause (2)
below:

(1) The Company may make payment of any Defaulted Interest on Debt
Securities to the Persons in whose names such Debt Securities (or their
respective Predecessor Debt Securities) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each such Debt Security and the date of the proposed payment,
and at the same time the Company shall deposit with the

<PAGE>

Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall not be more than 15 nor
less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special
record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register
not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their
respective Predecessor Debt Securities) are registered on such special
record date and shall be no longer payable pursuant to the following
clause (2).

(2) The Company may make payment of any Defaulted Interest on any
Debt Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Debt Securities may
be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustees of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.

Unless otherwise provided in a Board Resolution and an Officers'
Certificate or in one or more indentures supplemental hereto establishing the
terms of any series of Debt Securities pursuant to Section 2.1 hereof, the
term "regular record date" as used in this Section with respect to a series
of Debt Securities with respect to any Interest Payment Date for such series
shall mean either (a) the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series
pursuant to Section 2.1 shall occur, if such Interest Payment Date is the
first day of a month, (b) the fifteenth day of the month in which an Interest
Payment Date established for such series pursuant to Section 2.1 shall occur,
if such Interest Payment Date is the last day of such month, or (c) the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.1 hereof shall occur,
if such Interest Payment Date is the fifteenth day of a month, whether or not
such date is a Business Day.

Subject to the foregoing provisions of this Section, each Debt Security
of a series delivered under this Indenture upon transfer of or in exchange
for or in lieu of any other Debt Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by
such other Debt Security.

SECTION 2.4. EXECUTION AND AUTHENTICATION.

The Debt Securities shall be signed on behalf of the Company by its
Chairman, President or one of its Vice Presidents, under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. Signatures may
be in the form of a manual or facsimile signature. The Company may use the
facsimile signature of any Person who shall have been Chairman, President or
Vice President thereof, or of any Person who shall have been a Secretary or
Assistant Secretary thereof, notwithstanding the fact that at the time the
Debt Securities shall be authenticated and delivered or disposed of such
Person shall

<PAGE>

have ceased to be the Chairman, President or a Vice President, or the
Secretary or an Assistant Secretary, of the Company. The seal of the Company
may be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Debt Securities. The Debt
Securities may contain such notations, legends or endorsements required by
law, stock exchange rule or usage. Each Debt Security shall be dated the
date of its authentication by the Trustee.

A Debt Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debt Security so
authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company for the authentication and delivery of such Debt
Securities, signed by its Chairman, President or any Vice President and its
Treasurer or any Assistant Treasurer, and the Trustee in accordance with such
written order shall authenticate and deliver such Debt Securities.

In authenticating such Debt Securities and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall
be fully protected in relying upon, an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the
provisions of this Indenture.

The Trustee shall not be required to authenticate such Debt Securities
if the issue of such Debt Securities pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Debt Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to
the Trustee.

SECTION 2.5. REGISTRATION OF TRANSFER AND EXCHANGE.

(a) Debt Securities of any series may be exchanged upon presentation
thereof at the Corporate Trust Office or such other location designated by
the Company pursuant to Section 4.2 for other Debt Securities of such series
of authorized denominations, and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Debt
Securities so surrendered for exchange, the Company shall execute, the
Trustee shall authenticate and such office or agency shall deliver in
exchange therefor the Debt Security or Debt Securities of the same series
that the Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at the Corporate Trust
Office or such other location designated by the Company pursuant to Section
4.2 a register or registers (herein referred to as the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register the Debt Securities and the transfers of Debt
Securities as in this Article provided and which at all reasonable times
shall be open for inspection by the Trustee. The registrar for the purpose
of registering Debt Securities and the transfer of Debt Securities as herein
provided shall be appointed as authorized by a Board Resolution (the
"Security Registrar").

<PAGE>

Upon surrender for transfer of any Debt Security at the Corporate Trust
Office or such other location designated by the Company pursuant to Section
4.2, the Company shall execute, the Trustee shall authenticate, and such
office or agency shall deliver in the name of the transferee or transferees a
new Debt Security or Debt Securities of the same series as the Debt Security
presented for a like aggregate principal amount.

All Debt Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied
(if so required by the Company or the Security Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or
the Security Registrar, duly executed by the registered holder or by such
holder's duly authorized attorney in writing.

(c) No service charge shall be made for any exchange or registration of
transfer of Debt Securities, or issue of new Debt Securities in case of
partial redemption of any series, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.6, Section 3.3(b) and
Section 9.4 not involving any transfer.

(d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Debt Securities during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debt Securities of the same
series and ending at the close of business on the day of such mailing, nor
(ii) to register the transfer of or exchange any Debt Securities of any
series or portions thereof called for redemption. The provisions of this
Section 2.5 are, with respect to any Global Security, subject to Section 2.11
hereof.

SECTION 2.6. TEMPORARY SECURITIES.

Pending the preparation of definitive Debt Securities of any series, the
Company may execute, and the Trustee shall authenticate and deliver,
temporary Debt Securities (printed, lithographed or typewritten) of any
authorized denomination. Such temporary Debt Securities shall be
substantially in the form of the definitive Debt Securities in lieu of which
they are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the
Company. Every temporary Debt Security of any series shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Debt Securities of such series. Without unnecessary delay the Company will
execute and furnish definitive Debt Securities of such series and thereupon
any or all temporary Debt Securities of such series may be surrendered in
exchange therefor (without charge to the holders), at the Corporate Trust
Office or such location designated by the Company pursuant to Section 4.2,
and the Trustee shall authenticate, and such Corporate Trust Office or
location shall deliver, in exchange for such temporary Debt Securities an
equal aggregate principal amount of definitive Debt Securities of such
series, unless the Company advises the Trustee to the effect that definitive
Debt Securities need not be executed and furnished until further notice from
the Company. Until so exchanged, the temporary Debt Securities of such
series shall be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series authenticated and delivered
hereunder.

SECTION 2.7. MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES.

In case any temporary or definitive Debt Security shall become mutilated
or be destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request, the Trustee (subject
as aforesaid) shall authenticate and deliver, a new Debt Security

11
<PAGE>

of the same series, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debt Security, or in lieu of and
in substitution for the Debt Security so destroyed, lost or stolen. In every
case the applicant for a substituted Debt Security shall furnish to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Debt Security and of the ownership thereof. The Trustee may
authenticate any such substituted Debt Security and deliver the same upon the
written request or authorization of any officer of the Company. Upon the
issuance of any substituted Debt Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. In case any Debt
Security that has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute
Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish to the Company and the Trustee such security or
indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and
the Trustee of the destruction, loss or theft of such Debt Security and of
the ownership thereof.

Every replacement Debt Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Debt
Security shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of the same series duly issued
hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities, and shall preclude (to the extent lawful) any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

SECTION 2.8. CANCELLATION.

All Debt Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or
any paying agent, be delivered to the Trustee for cancellation, or, if
surrendered to the Trustee, shall be canceled by it, and no Debt Securities
shall be issued in lieu thereof except as expressly required or permitted by
any of the provisions of this Indenture. On request of the Company at the
time of such surrender, the Trustee shall deliver to the Company canceled
Debt Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Debt Securities in accordance with its
standard procedures and deliver a certificate of disposition to the Company.
If the Company shall otherwise acquire any of the Debt Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debt Securities unless and until the same
are delivered to the Trustee for cancellation.

SECTION 2.9. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Debt Securities, express or implied,
shall give or be construed to give to any Person, other than the parties
hereto and the holders of the Debt Securities (and, with respect to the
provisions of Article XIII, the holders of Senior Indebtedness) any legal or
equitable right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision

<PAGE>

herein contained; all such covenants, conditions and provisions being for the
sole benefit of the parties hereto and of the holders of the Debt Securities
(and, with respect to the provisions of Article XIII, the holders of Senior
Indebtedness).

SECTION 2.10. AUTHENTICATING AGENT.

So long as any of the Debt Securities of any series remain Outstanding,
there may be an Authenticating Agent for any or all such series of Debt
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Debt Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. All
references in this Indenture to the authentication of Debt Securities by the
Trustee shall be deemed to include authentication by an Authenticating Agent
for such series. Each Authenticating Agent shall be acceptable to the Company
and shall be a corporation that has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and that is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by federal
or state authorities. If at any time any Authenticating Agent shall cease to
be eligible in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the Company. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11. GLOBAL SECURITIES.

(a) If the Company shall establish pursuant to Section 2.1 that the
Debt Securities of a particular series are to be issued as a Global Security
or Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 2.4, authenticate and deliver, a Global Security
or Global Securities that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Debt Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided
in Section 2.11 of the Indenture, this Debt Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

(b) Except as provided in clause (c), notwithstanding the provisions of
Section 2.5, the Global Security or Global Securities of a series may be
transferred, in whole but not in part and in the manner provided in Section
2.5, only to another nominee of the Depositary for such series, or to a
successor Depositary for such series selected or approved by the Company or
to a nominee of such successor Depositary.

<PAGE>

(c) If at any time the Depositary for a series of the Debt Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no
longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, at a time when the Depositary is required
to be so registered to act as such Depositary and a successor Depositary for
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may be,
or if there has occurred an Event of Default with respect to such series of
the Debt Securities, this Section 2.11 shall no longer be applicable to the
Debt Securities of such series and the Company will execute, and subject to
Section 2.5, the Trustee will authenticate and deliver the Debt Securities of
such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security or Global Securities of such series in exchange
for such Global Security or Global Securities. In addition, the Company may
at any time determine that the Debt Securities of any series shall no longer
be represented by a Global Security or Global Securities and that the
provisions of this Section 2.11 shall no longer apply to the Debt Securities
of such series. In such event, the Company will execute and, subject to
Section 2.5, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver the Debt
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security or Global Securities of such series
in exchange for such Global Security or Global Securities. Upon the exchange
of the Global Security or Global Securities for such Debt Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security or Global Securities shall be canceled by the Trustee. Such
Debt Securities in definitive registered form issued in exchange for the
Global Security or Global Securities pursuant to this Section 2.11(c) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Debt Securities to the Depositary for delivery to the Persons in whose names
such Debt Securities are so registered.

ARTICLE III
REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.1. REDEMPTION.

The Company may redeem the Debt Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.1.

SECTION 3.2. NOTICE OF REDEMPTION.

(a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Debt Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall
cause the Trustee to, give notice of such redemption to holders of the Debt
Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than
60 days before the date fixed for redemption of that series to such holders
at their last addresses as they shall appear upon the Security Register
unless a shorter period is specified in the Debt Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the registered holder
receives the notice. In any case, failure duly to give such notice to the
holder of any Debt Security of any series designated for redemption in whole
or in part, or any defect in the notice, shall not affect the validity of the
proceedings for the redemption of any other Debt Securities of such series or
any other

<PAGE>

series. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of
such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
any such restriction.

Each such notice of redemption shall specify the date fixed for
redemption and the redemption price at which Debt Securities of that series
are to be redeemed, and shall state that payment of the redemption price of
such Debt Securities to be redeemed will be made at the Corporate Trust
Office, upon presentation and surrender of such Debt Securities, that
interest accrued to the date fixed for redemption will be paid as specified
in said notice, that from and after said date interest will cease to accrue
and that the redemption is for a sinking fund, if such is the case. If less
than all the Debt Securities of a series are to be redeemed in whole or in
part, the notice to the holders of Debt Securities of that series to be
redeemed shall specify the particular Debt Securities to be so redeemed. In
case any Debt Security is to be redeemed in part only, the notice that
relates to such Debt Security shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the redemption date,
upon surrender of such Debt Security, a new Debt Security or Debt Securities
of such series in principal amount equal to the unredeemed portion thereof
will be issued.

(b) If less than all the Debt Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for redemption as to the aggregate principal amount
of Debt Securities of the series to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as it shall deem appropriate and
fair in its discretion and that may provide for the selection of a portion or
portions (equal to one thousand U.S. dollars ($1,000) or the minimum
denomination in which such Debt Securities are issuable, if other than
$1,000, or any integral multiple of $1,000 or such minimum denomination, as
the case may be) of the principal amount of such Debt Securities of a
denomination larger than $1,000 or such other minimum denomination, the Debt
Securities to be redeemed and shall thereafter promptly notify the Company in
writing of the numbers of the Debt Securities to be redeemed, in whole or in
part.

The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chairman, President or any Vice
President, instruct the Trustee or any paying agent to call all or any part
of the Debt Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to
be in the name of the Company or its own name as the Trustee or such paying
agent may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such paying agent, the Company shall deliver or
cause to be delivered to, or permit to remain with, the Trustee or such
paying agent, as the case may be, such Security Register, transfer books or
other records, or suitable copies or extracts therefrom, sufficient to enable
the Trustee or such paying agent to give any notice by mail that may be
required under the provisions of this Section.

SECTION 3.3. PAYMENT UPON REDEMPTION.

(a) If the giving of notice of redemption shall have been completed as
above provided, the Debt Securities or portions of Debt Securities of the
series to be redeemed specified in such notice shall become due and payable
on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and interest on such Debt Securities or portions of Debt
Securities shall cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such redemption price and
accrued interest with respect to any such Debt Security or portion thereof.
On presentation and surrender of such Debt

<PAGE>

Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Debt Securities shall be paid and redeemed at
the applicable redemption price for such series, together with interest
accrued thereon to the date fixed for redemption (but if the date fixed for
redemption is an Interest Payment Date, the interest installment payable on
such date shall be payable to the registered holder at the close of business
on the applicable record date pursuant to Section 2.3).

(b) Upon presentation of any Debt Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Debt Security is presented
shall deliver to the holder thereof, at the expense of the Company, a new
Debt Security or Debt Securities of the same series, of authorized
denominations in principal amount equal to the unredeemed portion of the Debt
Security so presented.

SECTION 3.4. SINKING FUND.

The provisions of Sections 3.4, 3.5 and 3.6 shall be applicable to any
sinking fund for the retirement of Debt Securities of a series, except as
otherwise specified as contemplated by Section 2.1 for Debt Securities of
such series.

The minimum amount of any sinking fund payment provided for by the terms
of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount
provided for by the terms of Debt Securities of any series is herein referred
to as an "optional sinking fund payment." If provided for by the terms of
Debt Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 3.5. Each sinking fund
payment shall be applied to the redemption of Debt Securities of any series
as provided for by the terms of Debt Securities of such series.

SECTION 3.5. SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.

The Company (i) may deliver Outstanding Debt Securities of a series
(other than any Debt Securities previously called for redemption) and (ii)
may apply as a credit Debt Securities of a series that have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Debt Securities of such series required to be made pursuant to the terms
of such Debt Securities as provided for by the terms of such series, provided
that such Debt Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.

SECTION 3.6. REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

Not less than 45 days prior to each sinking fund payment date for any
series of Debt Securities, the Company will deliver to the Trustee (i) an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the series, the portion
thereof, if any, that is to be satisfied by delivering and crediting Debt
Securities of that series pursuant to Section 3.5, and the basis for such
credit and (ii) any Debt Securities to be so delivered. Not less than 30
days before each such sinking fund payment date, the Trustee shall select the
Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.2 and cause notice

16
<PAGE>

of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 3.2. Such notice having been
duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in Section 3.3.

ARTICLE IV
COVENANTS OF THE COMPANY

SECTION 4.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Debt Securities of
each series at the time and place and in the manner provided herein and
established with respect to such Debt Securities.

SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY.

So long as any series of the Debt Securities remain Outstanding, the
Company agrees to maintain an office or agency with respect to each such
series at such location or locations as may be designated as provided in this
Section 4.2, where (i) Debt Securities of that series may be presented for
payment, (ii) Debt Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii) notices and
demands to or upon the Company in respect of the Debt Securities of that
series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by its Chairman, President or a Vice President and
delivered to the trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices
and demands.

SECTION 4.3. PAYING AGENTS.

(a) If the Company shall appoint one or more paying agents for all or
any series of the Debt Securities, other than the Trustee, the Company will
cause each such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

(1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Debt
Securities of that series (whether such sums have been paid to it by the
Company or by any other obligor of such Debt Securities) in trust for the
benefit of the Persons entitled thereto;

(2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Debt Securities) to make any
payment of the principal of (and premium, if any) or interest on the Debt
Securities of that series when the same shall be due and payable;

(3) that it will, at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent; and

<PAGE>

(4) that it will perform all other duties of paying agent as set
forth in this Indenture.

(b) If the Company shall act as its own paying agent with respect to
any series of the Debt Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Debt Securities of that
series, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any)
or interest so becoming due on Debt Securities of that series until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of such action, or any failure (by it or any
other obligor on such Debt Securities) to take such action. Whenever the
Company shall have one or more paying agents for any series of Debt
Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Debt Securities of that series, deposit with the
paying agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of
this action or failure so to act.

(c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.5, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any paying agent to pay, to the Trustee all
sums held in trust by the Company or such paying agent, such sums to be held
by the Trustee upon the same terms and conditions as those upon which such
sums were held by the Company or such paying agent; and, upon such payment by
any paying agent to the Trustee, such paying agent shall be released from all
further liability with respect to such money.

SECTION 4.4. APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee,
so that there shall at all times be a Trustee hereunder.

SECTION 4.5. COMPLIANCE WITH CONSOLIDATION PROVISIONS.

The Company will not, while any of the Debt Securities remain
Outstanding, consolidate with, or merge into, any other company or merge any
other company into itself, or sell or convey all or substantially all of its
property to any other company unless the provisions of Article X are complied
with.

SECTION 4.6. LIMITATION ON DIVIDENDS.

If Debt Securities are issued to a WPSR Trust or a trustee of such trust
in connection with the issuance of Trust Securities by such WPSR Trust and
(a) there shall have occurred any event that would constitute an Event of
Default, or (b) the Company shall be in default with respect to its payment
of any obligations under the Trust Preferred Securities Guaranty or Trust
Common Securities Guaranty relating to such Trust Securities, or (c) the
Company shall have given notice of its election to defer payments of interest
on Debt Securities by extending the interest payment period as provided in
the Board Resolution and Officers' Certificate or indenture supplemental
hereto establishing such series of Debt Securities, and such period, or any
extension thereof, shall be continuing, then (x) the Company shall not
declare or pay any dividend on, make any distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to,
any of its capital stock (other than (i) repurchases or

<PAGE>

acquisitions of the Company's common shares as contemplated by any employment
arrangement, benefit plan or other similar contract with or for the benefit
of employees, officers or directors entered into in the ordinary course of
business, (ii) repurchases of common shares of the Company as contemplated by
the Company Stock Investment Plan or Company Deferred Compensation Plan as in
effect immediately prior to the occurrence of such Event of Default or the
date upon which the Company gives notice of its election to extend the
interest payment period, as applicable, (iii) as a result of an exchange or
conversion of any class or series of the Company's capital stock for the
Company's common shares, provided that such class or series of the Company's
capital stock was outstanding prior to the occurrence of such Event of
Default or the date upon which the Company gives notice of its election to
extend the interest payment period, as applicable, (iv) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such Company capital stock or the
security being converted or exchanged, provided that such Company capital
stock or security was outstanding prior to the occurrence of such Event of
Default or the date upon which the Company gives notice of its election to
extend the interest payment period, as applicable, or (v) the payment of any
stock dividend where the dividend is paid in the form of the same stock as
that on which the dividend is paid), (y) the Company shall not directly or
indirectly, and shall not allow any of its Subsidiaries to, make any payment
of interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities issued by the Company that rank PARI PASSU with or junior
to the Debt Securities, and (z) the Company shall not make guaranty payments
with respect to the foregoing (other than pursuant to the Trust Preferred
Securities Guaranty).

SECTION 4.7. COVENANTS AS TO WPSR TRUSTS.

In the event Debt Securities are issued to a WPSR Trust in connection
with the issuance of Trust Securities by such WPSR Trust, for so long as such
Trust Securities remain outstanding, the Company will (i) maintain 100%
ownership of the Trust Common Securities of such WPSR Trust; PROVIDED,
HOWEVER, that any permitted successor of the Company under this Indenture may
succeed to the Company's ownership of the Trust Common Securities, (ii) not
cause, as sponsor of such WPSR Trust, or permit, as holder of Trust Common
Securities of such WPSR Trust, the dissolution, winding-up or termination of
such WPSR Trust, except in connection with a distribution of Debt Securities
as provided in the Declaration and in connection with certain mergers,
consolidations or amalgamations permitted by the Declaration, and (iii) use
its reasonable efforts to cause such WPSR Trust (a) to remain a statutory
business trust, except in connection with a distribution of Debt Securities
to holders of Trust Securities upon dissolution of such WPSR Trust, the
redemption of all of the Trust Securities of such WPSR Trust or certain
mergers, consolidations or amalgamations, each as permitted by the
Declaration of such WPSR Trust, and (b) to otherwise continue to be
classified for United States federal income tax purposes as a grantor trust.

SECTION 4.8. CORPORATE EXISTENCE.

The Company will, subject to the provisions of Article X, at all times
maintain its corporate existence and right to carry on business and will duly
procure all renewals and extensions thereof, and, to the extent necessary or
desirable in the operation of its business, will use its best efforts to
maintain, preserve and renew all of its rights, powers, privileges and
franchises.

<PAGE>

SECTION 4.9. NOTICE OF DEFAULT.

The Company shall file with the Trustee written notice of any Event of
Default within 30 Business Days of its becoming aware of such Event of
Default.

ARTICLE V
SECURITYHOLDERS, LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

SECTION 5.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

The Company will furnish or cause to be furnished to the Trustee (a) on
each regular record date (as defined in Section 2.3) a list, in such form as
the Trustee may reasonably require, of the names and addresses of the holders
of each series of Debt Securities as of such regular record date, PROVIDED,
HOWEVER, the Company shall not be obligated to furnish or cause such list to
be furnished at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee by the Company and (b) at such
other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; PROVIDED, HOWEVER, that in either case, no such list need be
furnished for any series for which the Trustee shall be the Security
Registrar.

SECTION 5.2. PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debt Securities contained in the most recent list furnished to it as provided
in Section 5.1 and as to the names and addresses of holders of Debt
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

(b) The Trustee may destroy any list furnished to it as provided in
Section 5.1 upon receipt of a new list so furnished.

(c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their
rights under this Indenture or under the Debt Securities.

SECTION 5.3. REPORTS BY THE COMPANY.

(a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Company
may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then
to file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed

<PAGE>

and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to time by such
rules and regulations.

(c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses
appear upon the Security Register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subsections (a) and (b) of
this Section as may be required by rules and regulations prescribed from time
to time by the Commission.

SECTION 5.4. REPORTS BY THE TRUSTEE.

(a) On or before July 15 in each year commencing in 1999, in which any
of the Debt Securities are Outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register, a brief report dated as of the
preceding May 15, if and to the extent required under Section 313(a) of the
Trust Indenture Act.

(b) The Trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

(c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debt Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any Debt
Securities become listed on any stock exchange.

ARTICLE VI
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 6.1. EVENTS OF DEFAULT.

(a) Whenever used herein with respect to Debt Securities of a
particular series, "Event of Default" means any one or more of the following
events that has occurred and is continuing:

(1) the Company defaults in the payment of any installment of
interest upon any of the Debt Securities of that series, including the
payment of any additional interest with respect thereto as required by any
indenture supplemental to this indenture, as and when the same shall become
due and payable, and continuance of such default for a period of 30 days;
PROVIDED, HOWEVER, that a valid extension of an interest payment period by
the Company in accordance with the terms of the Debt Securities of that
series shall not constitute a default in the payment of interest for this
purpose;

<PAGE>

(2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Debt Securities of that series as and when
the same shall become due and payable whether at maturity, upon redemption,
by declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to that series;

(3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this
Indenture or otherwise established with respect to that series of Debt
Securities pursuant to Section 2.1 for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied
and stating that such notice is a "Notice of Default" hereunder, shall have
been given to the Company by the Trustee, by registered or certified mail,
or to the Company and the Trustee by the holders of at least 25% in
principal amount of the Debt Securities of that series at the time
Outstanding;

(4) the Company, pursuant to or within the meaning of any Bankruptcy
Law, (i) commences a voluntary case, (ii) consents to the entry of an order
for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors;

(5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all
of its property, or (iii) orders the liquidation of the Company, and the
order or decree remains unstayed and in effect for 90 days; or

(6) in the event Debt Securities are issued to a WPSR Trust or a
trustee of such trust in connection with the issuance of Trust Securities
by such WPSR Trust, such WPSR Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence,
except in connection with (i) the distribution of Debt Securities to
holders of Trust Securities in liquidation of their interests in such WPSR
Trust, (ii) the redemption of all outstanding Trust Securities of such WPSR
Trust, and (iii) mergers, consolidations or amalgamations, each as
permitted by the Declaration of such WPSR Trust.

(b) If an Event of Default described in clauses (1), (2), (3) or (6) of
this Section 6.1 with respect to Debt Securities of any series at the time
outstanding occurs and is continuing, unless the principal of all the Debt
Securities of that series shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal amount
of the Debt Securities of that series then Outstanding hereunder, by notice
in writing to the Company (and to the Trustee, if given by such
Securityholders), may declare the principal of all the Debt Securities of
that series to be immediately due and payable, and upon any such declaration
the same shall become and be immediately due and payable, notwithstanding
anything contained in this Indenture or in the Debt Securities of that series
or established with respect to that series pursuant to Section 2.1 to the
contrary. If an Event of Default specified in clause (4) or (5) of Section
6.1(a) occurs or is continuing, then the principal amount of all the Debt
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholder.

(c) At any time after the principal of the Debt Securities of that
series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the holders of a majority in aggregate
principal amount of the Debt Securities of that series then Outstanding
hereunder, by written notice to the Company

<PAGE>

and the Trustee, may rescind and annul such declaration and its consequences
if: (i) the Company has paid or deposited with the Trustee a sum sufficient
to pay all matured installments of interest upon all the Debt Securities of
that series and the principal of (and premium, if any, on) any and all Debt
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon
overdue installments of interest, at the rate per annum expressed in the Debt
Securities of that series to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.6, and (ii) any and all Events
of Default with respect to such series, other than the nonpayment of
principal on Debt Securities of that series that shall not have become due by
their terms, shall have been remedied or waived as provided in Section 6.6.
No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any right with
respect to Debt Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken.

SECTION 6.2. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

(a) The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Debt Securities of a
series, or any payment required by any sinking or analogous fund established
with respect to that series as and when the same shall have become due and
payable, and such default shall have continued for a period of 90 days, or
(2) in case it shall default in the payment of the principal of (or premium,
if any, on) any of the Debt Securities of a series when the same shall have
become due and payable, whether upon maturity of the Debt Securities of a
series or upon redemption or upon declaration or otherwise, then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Debt Securities of that series, the whole amount that then
shall have become due and payable on all such Debt Securities for principal
(and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that
payment of such interest is enforceable under applicable law and, if the Debt
Securities are held by a WPSR Trust, without duplication of any other amounts
paid by such WPSR Trust in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debt Securities of that
series; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection and the amount payable to the
Trustee under Section 7.6.

(b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or other
obligor upon the Debt Securities of that series and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or other obligor upon the Debt Securities of that
series, wherever situated.

(c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein
that

<PAGE>

may be permitted by the court and shall (except as may be otherwise provided
by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Debt Securities of such series allowed for the
entire amount due and payable by the Company under this Indenture at the date
of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such
claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.6; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Debt Securities of such series to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any amount due it
under Section 7.6.

(d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Debt Securities of that
series, may be enforced by the Trustee without the possession of any of such
Debt Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.6, be for the ratable benefit of the holders of
the Debt Securities of such series.

In case of an Event of Default, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting
the Debt Securities of that series or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.

SECTION 6.3. APPLICATION OF MONEYS COLLECTED

Any moneys collected by the Trustee pursuant to this Article with
respect to a particular series of Debt Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal (or premium, if any)
or interest, upon presentation of the Debt Securities of that series, and
notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:

FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.6;

SECOND: To the payment of all Senior Indebtedness of the Company if
and to the extent required by Article XIII; and

THIRD: To the payment of the amounts then due and unpaid upon Debt
Securities of such series for principal (and premium, if any) and interest,
in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Debt Securities for principal
(and premium, if any) and interest, respectively.

<PAGE>

SECTION 6.4. LIMITATION ON SUITS.

(a) No holder of any Debt Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless (i) such holder previously
shall have given to the Trustee written notice of an Event of Default and of
the continuance thereof with respect to the Debt Securities of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders
of not less than 25% in aggregate principal amount of the Debt Securities of
such series then Outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as trustee
hereunder; (iii) such holder or holders shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby; (iv) the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; and (v) during such
60 day period, the holders of not less than a majority in principal amount of
the Debt Securities of that series do not give the Trustee a direction
inconsistent with the request.

(b) Notwithstanding anything contained herein to the contrary or any
other provisions of this Indenture, the right of any holder of any Debt
Security to receive payment of the principal of (and premium, if any) and
interest on such Debt Security, as therein provided, on or after the
respective due dates expressed in such Debt Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date,
shall not be impaired or affected without the consent of such holder, and by
accepting a Debt Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debt Security of such series with
every other such taker and holder and the Trustee, that no one or more
holders of Debt Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Debt Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Debt Securities of such series. For the protection
and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

SECTION 6.5. RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

(a) Except as otherwise provided in Section 2.7, all powers and
remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any other powers and remedies available to the Trustee or the holders of
the Debt Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Debt Securities.

(b) No delay or omission of the Trustee or of any holder of any of
the Debt Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.4, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

<PAGE>

SECTION 6.6. CONTROL BY SECURITYHOLDERS.

The holders of a majority in aggregate principal amount of the Debt
Securities of any or all series affected (voting as a class) at the time
Outstanding, determined in accordance with Section 8.4, shall have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to such series; PROVIDED, HOWEVER, that such
direction shall not be in conflict with any rule of law or with this
Indenture or be unduly prejudicial to the rights of holders of Debt
Securities of any other series at the time Outstanding determined in
accordance with Section 8.4. Subject to the provisions of Section 7.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible Officers
of the Trustee, determine that the proceeding so directed would involve the
Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debt Securities of any series at the time Outstanding
affected thereby, determined in accordance with Section 8.4, may on behalf of
the holders of all of the Debt Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.1 with respect to such series and its
consequences, except (i) a default in the payment of the principal of, or
premium, if any, or interest on, any of the Debt Securities of that series as
and when the same shall become due by the terms of such Debt Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with Section
6.1(c)), or (ii) a default in the covenants contained in Section 4.6. Upon
any such waiver, the default covered thereby shall be deemed to be cured for
all purposes of this Indenture and the Company, the Trustee and the holders
of the Debt Securities of such series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

SECTION 6.7. UNDERTAKING TO PAY COSTS.

All parties to this Indenture agree, and each holder of any Debt
Securities by such holder's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Securityholder, or group of Securityholders, holding more than 10% in
aggregate principal amount of the Outstanding Debt Securities of any series,
or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, on or after the respective due dates expressed in
such Debt Security or established pursuant to this Indenture.

SECTION 6.8. ACKNOWLEDGEMENT REGARDING TRUST PREFERRED SECURITIES.

The Company acknowledges that, with respect to the Debt Securities
held by a WPSR Trust or a Trustee of a WPSR Trust, if the Property Trustee of
such WPSR Trust fails to enforce its rights under this Indenture as the
holder of the series of Debt Securities held as the assets of such WPSR
Trust, the holders of the Trust Preferred Securities of such WPSR Trust may
institute legal proceedings directly against the Company to ensure such
rights under the Indenture without first instituting any legal proceedings
against such Property Trustee or any other Person.

<PAGE>
ARTICLE VII
CONCERNING THE TRUSTEE

SECTION 7.1. CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

(a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Debt Securities of a series and after the curing of all Events
of Default with respect to the Debt Securities of that series that may have
occurred, shall undertake to perform with respect to the Debt Securities of
such series such duties and only such duties as are specifically set forth in
this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee. In case an Event of Default with respect to the Debt
Securities of a series has occurred (that has not been cured or waived), the
Trustee shall exercise with respect to Debt Securities of that series such of
the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

(b) no provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

(1) prior to the occurrence of an Event of Default with respect to
the Debt Securities of a series and after the curing or waiving of all such
Events of Default with respect to that series that may have occurred:

(A) the duties and obligations of the Trustee shall, with respect to
the Debt Securities of such series, be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable with
respect to the Debt Securities of such series except for the performance of
such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and

(B) in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Debt Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirement
of this Indenture;

(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount
of the Debt Securities of any series at the time Outstanding relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee under this Indenture with respect to the Debt Securities of
that series; and

(4) None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of

<PAGE>

its duties or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably
assured to it.

SECTION 7.2. CERTAIN RIGHTS OF TRUSTEE.

Except as otherwise provided in Section 7.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an Officers'
Certificate (unless other evidence in respect thereof is specifically
prescribed herein);

(c) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Debt Securities (that has
not been cured or waived) to exercise with respect to Debt Securities of that
series such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs;

(e) the Trustee shall not be liable for any action taken or omitted
to be taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture;

(f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do
by the holders of not less than a majority in principal amount of the
Outstanding Debt Securities of the particular series affected thereby
(determined as provided in Section 8.4); provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as a
condition to so proceeding. The reasonable expense of every such examination
shall be paid by the Company or, if paid by the Trustee, shall be repaid by
the Company upon demand; and

<PAGE>

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 7.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT.

(a) The recitals contained herein and in the Debt Securities shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

(b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities.

(c) The Trustee shall not be accountable for the use or application
by the Company of any of the Debt Securities or of the proceeds of such Debt
Securities, or for the use or application of any moneys paid over by the
Trustee in accordance with any provision of this Indenture or established
pursuant to Section 2.1, or for the use or application of any moneys received
by any paying agent other than the Trustee.

SECTION 7.4. MAY HOLD DEBT SECURITIES.

The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.

SECTION 7.5. MONEYS HELD IN TRUST.

Subject to the provisions of Section 11.5, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such
as it may agree with the Company to pay thereon. So long as no Event of
Default shall have occurred and be continuing, all interest allowed on any
such moneys shall be paid from time to time upon the written order of the
Company, signed by the Chairman, President or a Vice President or the
Treasurer or an Assistant Treasurer of the Company.

SECTION 7.6. COMPENSATION AND REIMBURSEMENT.

(a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust), as the Company and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and, except as otherwise
expressly provided herein, the Company will pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to

<PAGE>

indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and arising out of
or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.

(b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debt Securities.

SECTION 7.7. RELIANCE ON OFFICERS' CERTIFICATE.

Except as otherwise provided in Section 7.1, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in
the absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such certificate, in the absence of negligence
or bad faith on the part of the Trustee, shall be full warrant to the Trustee
for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.

SECTION 7.8. QUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 7.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee with respect to the Debt
Securities issued hereunder which shall at all times be a corporation
organized and doing business under the laws of the United States of America
or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The Company may
not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.10.

<PAGE>

SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Debt Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register.
Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee with respect to Debt Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee with
respect to Debt Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Debt Security or Debt Securities
for at least six months may, subject to the provisions of Section 6.8, on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(b) In case at any time any one of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of Section
7.8 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Debt Security or Debt Securities for
at least six months; or

(2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.9 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

(3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, the
Company may remove the Trustee with respect to all Debt Securities and
appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.8, unless the Trustee's duty to
resign is stayed as provided herein, any Securityholder who has been a bona
fide holder of a Debt Security or Debt Securities for at least six months
may, on behalf of that holder and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the
Debt Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the
Company and may appoint a successor Trustee for such series with the consent
of the Company.

<PAGE>

(d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debt Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Debt Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to
the Debt Securities of any particular series.

SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor trustee with
respect to all Debt Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor trustee all the rights, powers, and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring Trustee
hereunder.

(b) In case of the appointment hereunder of a successor trustee with
respect to the Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Debt Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debt Securities of that or those series to which the
appointment of such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust, that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be
responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Debt Securities of that or those series to which the
appointment of such successor trustee relates have no further responsibility
for the exercise of rights and powers or for the performance of the duties
and obligations vested in the Trustee under this Indenture, and each such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debt Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company
or any successor trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to
which the appointment of such successor trustee relates.

<PAGE>

(c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and
eligible under this Article.

(e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be transmitted at the expense of the Company.

SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, PROVIDED THAT such
corporation shall be qualified under the provisions of Section 7.8 and
eligible under the provisions of Section 7.9, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Debt Securities
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Debt
Securities so authenticated with the same effect as if such successor trustee
had itself authenticated such Debt Securities.

SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

ARTICLE VIII
CONCERNING THE SECURITYHOLDERS

SECTION 8.1. EVIDENCE OF ACTION BY SECURITYHOLDERS.

Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such
action the holders of such majority or specified percentage of that series
have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such holders of Debt Securities of
that series in Person or by agent or proxy appointed in writing.

If the Company shall solicit from the Securityholders of any series
any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as

<PAGE>

evidenced by an Officers' Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of Outstanding Debt
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debt Securities of that series
shall be computed as of the record date; PROVIDED, HOWEVER, that no such
authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than six months after the record
date.

SECTION 8.2. PROOF OF EXECUTION BY SECURITYHOLDERS.

Subject to the provisions of Section 7.1, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the Debt
Securities shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

(b) The ownership of Debt Securities shall be proved by the Security
Register of such Debt Securities or by a certificate of the Security
Registrar thereof.

SECTION 8.3. WHO MAY BE DEEMED OWNERS.

Prior to the due presentment for registration of transfer of any Debt
Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the Person in whose name such Debt Security
shall be registered upon the books of the Company as the absolute owner of
such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and (subject to Section 2.3)
interest on such Debt Security and for all other purposes; and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.

SECTION 8.4. CERTAIN DEBT SECURITIES OWNED BY COMPANY DISREGARDED.

In determining whether the holders of the requisite aggregate principal
amount of Debt Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, the Debt Securities of
that series that are owned by the Company or any other obligor on the Debt
Securities of that series or by any Person directly or indirectly controlling
or controlled by or under common control with the Company or any other
obligor on the Debt Securities of that series (other than a WPSR Trust) shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying

<PAGE>

on any such direction, consent or waiver, only Debt Securities of such
series that the Trustee actually knows are so owned shall be so disregarded.
The Debt Securities so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debt Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

SECTION 8.5. ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any action by the holders of a
majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series in connection with such action, any holder
of a Debt Security of that series that is shown by the evidence to be
included in the Debt Securities the holders of which have consented to such
action may, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 8.2, revoke such action so far as concerns
such Debt Security. Except as aforesaid, any such action taken by the holder
of any Debt Security shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debt Security, and of any Debt
Security issued in exchange therefor, on registration of transfer thereof or
in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security. Any action taken by the holders of
a majority or specified percentage in aggregate principal amount of the Debt
Securities of a particular series in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Debt Securities of that series.

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS.

In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of the following
purposes:

(a) to cure any ambiguity, defect or inconsistency herein or in the
Debt Securities of any series;

(b) to comply with Article X;

(d) to add to the covenants of the Company for the benefit of the
holders of all or any series of Debt Securities (and if such covenants are to be
for the benefit of less than all series of Debt Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company;

<PAGE>

(e) to add to, delete from, or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Debt Securities, as herein set forth;

(f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

(g) to provide for the issuance of and establish the form and terms and
conditions of the Debt Securities of any series as provided in Section 2.1,
to establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or any series of Debt Securities, or to add to
the rights of the holders of any series of Debt Securities.

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations that may be therein contained, but
the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Debt Securities at the time Outstanding notwithstanding
any of the provisions of Section 9.2.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

With the consent (evidenced as provided in Section 8.1) of the holders
of not less than a majority in aggregate principal amount of the Debt
Securities of each series affected by such supplemental indenture or
indentures at the time Outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying
in any manner not covered by Section 9.1 the rights of the holders of the
Debt Securities of such series under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the holders of
each Debt Security then Outstanding and affected thereby, (i) extend the
fixed maturity of any Debt Securities of any series, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any premium payable upon the redemption thereof or (ii)
reduce the aforesaid percentage of Debt Securities, the holders of which are
required to consent to any such supplemental indenture.

It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

SECTION 9.3. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture pursuant to the
provisions of this Article or of Section 10.1, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Debt Securities

<PAGE>

of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.

SECTION 9.4. DEBT SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

Debt Securities of any series, affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 10.1, may
bear a notation in form approved by the Company, provided such form meets the
requirements of any securities exchange upon which such series may be listed,
as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Debt Securities of that series so modified as to
conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture
may be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Debt Securities of that series then Outstanding.

SECTION 9.5. EXECUTION OF SUPPLEMENTAL INDENTURES.

Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental
indenture. The Trustee, subject to the provisions of Section 7.1, may
receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by,
and conforms to, the terms of this Article and that it is proper for the
Trustee under the provisions of this Article to join in the execution thereof.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
setting forth in general terms the substance of such supplemental indenture,
to the Securityholders of all series affected thereby as their names and
addresses appear upon the Security Register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

ARTICLE X
SUCCESSOR CORPORATION

SECTION 10.1. COMPANY MAY CONSOLIDATE, ETC.

Nothing contained in this Indenture or in any of the Debt Securities
shall prevent any consolidation or merger of the Company with or into any
other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of the property of the
Company or its successor or successors as an entirety, or substantially as an
entirety, to any other corporation (whether or not affiliated with the
Company or its successor or

<PAGE>

successors) authorized to acquire and operate the same; PROVIDED, HOWEVER,
that (i) the entity formed by such consolidation, or into which the Company
shall have been merged, or which shall have acquired such property (the
"successor corporation") shall be a corporation organized under a state of
the United States or the District of Columbia, (ii) upon such consolidation,
merger, sale, conveyance, transfer or other disposition, the successor
corporation shall expressly assume, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect),
satisfactory in form to the Trustee and executed and delivered to the
Trustee, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Debt Securities of all series in accordance with
the terms of each series, according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture with respect to each series or established with respect to such
series pursuant to Section 2.1 to be kept or performed by the Company, and
(iii) immediately following such consolidation, merger, sale, conveyance,
transfer or other disposition, no Event of Default and no event which, after
notice or lapse of time, or both, would become an Event of Default shall have
occurred and be continuing.

SECTION 10.2 SUCCESSOR CORPORATION SUBSTITUTED.

(a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and punctual payment of
the principal of, premium, if any, and interest on all of the Debt Securities
of all series Outstanding and the due and punctual performance of all of the
covenants and conditions of this Indenture or established with respect to
each series of the Debt Securities pursuant to Section 2.1 to be performed by
the Company, with respect to each series, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it
had been named as the Company herein and thereupon the Company shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities.

(b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not
in substance) may be made in the Debt Securities thereafter to be issued as
may be appropriate.

(c) Nothing contained in this Indenture or in any of the Debt
Securities shall prevent the Company from merging any other Person (whether
or not affiliated with the Company) into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

SECTION 10.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

The Trustee, subject to the provisions of Section 7.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article.

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ARTICLE XI
SATISFACTION AND DISCHARGE

SECTION 11.1. SATISFACTION AND DISCHARGE OF INDENTURE.

If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debt Securities of a series theretofore authenticated (other
than any Debt Securities that shall have been destroyed, lost or stolen and
that shall have been replaced or paid as provided in Section 2.7 and Debt
Securities for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust,
as provided in Section 11.5)); or (b) all such Debt Securities of a
particular series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental
Obligations or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay at maturity or
upon redemption all Debt Securities of that series not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any)
and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to
be paid all other sums payable hereunder with respect to such series by the
Company; and if the Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (y) since the
date hereof, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred, then this Indenture shall
thereupon cease to be of further effect with respect to such series except
for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and 7.10, that
shall survive until the date of maturity or redemption date, as the case may
be, and Sections 7.6 and 11.5, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

SECTION 11.2. DISCHARGE OF OBLIGATIONS.

If at any time all Debt Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.1 shall have been paid by the Company by
depositing irrevocably with the Trustee as trust funds the entire amount in
moneys or Governmental Obligations, or a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof, delivered to the Trustee to pay
at maturity or upon redemption under arrangements satisfactory to the Trustee
for the giving of notice of redemption all such Debt Securities of that
series not theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become due to such
date of maturity or date fixed for redemption, as the case may be, and if the
Company shall also pay or cause to be paid all other sums payable hereunder
by the Company with respect to such series, then after the date such moneys
or Governmental Obligations, as the case may be, are deposited with the

<PAGE>

Trustee then, and if the Company has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (y) since the
date hereof, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the holders of the Debt Securities of such series will not
recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit,
defeasance and discharge had not occurred, the obligations of the Company,
under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3,
and 7.10 hereof that shall survive until such Debt Securities shall mature
and be paid, and Sections 7.6 and 11.5 shall survive to such date and
thereafter.

SECTION 11.3. DEPOSITED MONEYS TO BE HELD IN TRUST.

All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.1 or 11.2 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Debt Securities for the payment or redemption of which
such moneys or Governmental Obligations have been deposited with the Trustee.

SECTION 11.4. PAYMENT OF MONEYS HELD BY PAYING AGENTS.

In connection with the satisfaction and discharge of this Indenture, or
the Company's obligation with respect to the Debt Securities of a series, all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.

SECTION 11.5. REPAYMENT TO COMPANY.

Any moneys or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company, in trust for payment of
principal of or premium or interest on the Debt Securities of a particular
series that are not applied but remain unclaimed by the holders of such Debt
Securities for at least two years after the date upon which the principal of
(and premium, if any) or interest on such Debt Securities shall have
respectively become due and payable, shall be repaid to the Company on May 31
of each year or (if then held by the Company) shall be discharged from such
trust; and thereupon the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Debt Securities entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof.

<PAGE>

ARTICLE XII
IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.1. NO RECOURSE.

No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Debt Security, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly understood that
this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, shareholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Debt Securities or
implied herefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debt
Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Debt Securities.

ARTICLE XIII
SUBORDINATION OF DEBT SECURITIES

SECTION 13.1. AGREEMENT TO SUBORDINATE.

The Company covenants and agrees, and each holder of Debt Securities
issued hereunder, by such Securityholder's acceptance thereof, likewise
covenants and agrees, that all Debt Securities shall be issued subject to the
provisions of this Article XIII, and each Holder of a Debt Security, whether
upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

The payment by the Company of the principal of, premium, if any, and
interest on all Debt Securities issued hereunder shall, to the extent and in
the manner hereinafter set forth, be subordinated and junior in right of
payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred. Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of this Article XIII irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.

No provision of this Article XIII shall prevent the occurrence of any
default or Event of Default hereunder.

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SECTION 13.2. DEFAULT ON SENIOR INDEBTEDNESS.

In the event that any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company has occurred and is continuing and any applicable
grace period with respect to such default has expired and such default has
not been cured or waived or ceased to exist, or in the event that the
maturity of any Senior Indebtedness of the Company has been accelerated
because of a default, then, in either case, no payment shall be made by the
Company with respect to the principal (including redemption and sinking fund
payments) of, or premium, if any, or interest on the Debt Securities.

In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 13.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear,
but only to the extent that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 13.3 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due upon all
Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal (and premium, if
any) or interest on the Debt Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Securityholders or the Trustee
would be entitled to receive from the Company, except for the provisions of
this Article XIII, shall be paid by the Company or by any receiver, trustee
in bankruptcy, liquidating trustee, agent or other Person making such payment
or distribution, or by the Securityholders or by the Trustee under the
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated
by the Company) or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay such Senior Indebtedness in full,
in money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee before all Senior Indebtedness of the Company is paid in full,
or provision is made for such payment in money in accordance with its terms,
such payment or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior

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Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, and their respective interests
may appear, as calculated by the Company, for application to the payment of
all Senior Indebtedness of the Company remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to
or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article XIII, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article XIII with respect to the Debt Securities to the payment of all Senior
Indebtedness of the Company that may at the time be outstanding, provided
that (i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for
in Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 13.3 if such
other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article X of this
Indenture. Nothing in Section 13.2 or in this Section 13.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.6 of
this Indenture.

SECTION 13.4. SUBROGATION.

Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the Securityholders shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to
such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Debt Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of such
Senior Indebtedness of any cash, property or securities to which the
Securityholders or the Trustee would be entitled except for the provisions of
this Article XIII, and no payment pursuant to the provisions of this Article
XIII to or for the benefit of the holders of such Senior Indebtedness by
Securityholders or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of
the Debt Securities, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article XIII are and are intended solely for the purposes of defining
the relative rights of the holders of the Debt Securities, on the one hand,
and the holders of such Senior Indebtedness on the other hand.

Nothing contained in this Article XIII or elsewhere in this Indenture or
in the Debt Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness of the
Company, and the holders of the Debt Securities, the obligation of the
Company, which is absolute and unconditional, to pay to the holders of the
Debt Securities the principal of (and premium, if any) and interest on the
Debt Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debt Securities and creditors of the Company,
other than the holders of Senior Indebtedness of the Company, nor shall
anything herein or therein prevent the Trustee or the holder of any Debt
Security from

43
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exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article XIII
of the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee, subject to the provisions of Section 7.1 of
this Indenture, and the Securityholders shall be entitled to conclusively
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding-up, liquidation or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Securityholders, for the
purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article XIII.

SECTION 13.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take
such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XIII and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

SECTION 13.6. NOTICE BY THE COMPANY.

The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article XIII. Notwithstanding
the provisions of this Article XIII or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
that would prohibit the making of any payment of monies to or by the Trustee
in respect of the Debt Securities pursuant to the provisions of this Article
XIII, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder or holders of
Senior Indebtedness of the Company or from any trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.1 of this Indenture, shall be entitled in all
respects to assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this Section 13.6
at least two Business Days prior to the date upon which by the terms hereof
any money may become payable for any purpose (including, without limitation,
the payment of the principal of (or premium, if any) or interest on any Debt
Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date.

The Trustee, subject to the provisions of Section 7.1 of the Indenture,
shall be entitled to conclusively rely on the delivery to it of a written
notice by a Person representing himself to be a holder of Senior Indebtedness
of the Company (or a trustee on behalf of such holder), to establish that
such notice has been given by a holder of such Senior Indebtedness or a
trustee on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XIII, the
Trustee may request such Person to furnish evidence to

44
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the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this Article XIII, and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 13.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XIII in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XIII, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Senior Indebtedness and, subject to the provisions of Section 7.1 of this
Indenture, the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders, the Company
or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article XIII or otherwise.

SECTION 13.8. SUBORDINATION MAY NOT BE IMPAIRED.

No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall be at any time
in any way prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any
such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from
time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article
XIII or the obligations hereunder of the holders of the Debt Securities to
the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

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ARTICLE XIV
MISCELLANEOUS PROVISIONS

SECTION 14.1. EFFECT ON SUCCESSORS AND ASSIGNS.

All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind successors and
assigns of the Company, whether so expressed or not.

SECTION 14.2. ACTIONS BY SUCCESSOR.

Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at
the time be the lawful successor of the Company.

SECTION 14.3. SURRENDER OF COMPANY POWERS.

The Company by instrument in writing executed by authority of 2/3
(two-thirds) of the Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power
so surrendered shall terminate both as to the Company and as to any successor
corporation.

SECTION 14.4. NOTICES.

Except as otherwise expressly provided herein, any notice or demand
that by any provision of this Indenture is required or permitted to be given
or served by the Trustee or by the holders of Debt Securities to or on the
Company may be given or served by being deposited first class postage prepaid
in a post office letterbox addressed (until another address is filed in
writing by the Company with the Trustee), as follows: 700 North Adam Street,
P.O. Box 19001, Green Bay, Wisconsin 54307-9001, Attention: Treasurer. Any
notice, election, request or demand by the Company or any Securityholder to
or upon the Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made in writing at the Corporate Trust Office
of the Trustee.

SECTION 14.5. GOVERNING LAW.

This Indenture and each Debt Security shall be deemed to be a contract
made under the internal laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State.

SECTION 14.6. TREATMENT OF THE DEBT SECURITIES AS DEBT.

It is intended that the Debt Securities will be treated as indebtedness
and not as equity for federal income tax purposes. The provisions of this
Indenture shall be interpreted to further this intention.

46
<PAGE>

SECTION 14.7. COMPLIANCE CERTIFICATES AND OPINIONS.

(a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which
the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant in this Indenture shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or
not, in the opinion of such Person, such condition or covenant has been
complied with.

SECTION 14.8. PAYMENTS ON BUSINESS DAYS.

Except as provided pursuant to Section 2.1 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate, or established in
one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Debt Security or the date of
redemption of any Debt Security shall not be a Business Day, then payment of
interest or principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made on the
nominal date of maturity or redemption, and no interest shall accrue for the
period after such nominal date; except that, if such Business Day is in the
next succeeding calendar year, then such payment shall be made on the
immediately preceding Business Day, as if made on the nominal date of
maturity or redemption.

SECTION 14.9. CONFLICT WITH TRUST INDENTURE ACT.

If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 14.10. COUNTERPARTS.

This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute
but one and the same instrument.

SECTION 14.11. SEPARABILITY.

In case any one or more of the provisions contained in this Indenture or
in the Debt Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Indenture
or of

47
<PAGE>

such Debt Securities, but this Indenture and such Debt Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

SECTION 14.12. ASSIGNMENT.

The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly-owned Subsidiary of the Company, PROVIDED THAT, in the event of any
such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

WPS RESOURCES CORPORATION

By:
----------------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY
not in its individual capacity but solely as
Trustee

By:
----------------------------------------
Name:
Title:

48
<PAGE>

STATE OF WISCONSIN )
) SS:
COUNTY OF BROWN )

On the ____ day of _______________________, 1998, before me
personally came ____________________________ to me known, who, being by me
duly sworn, did depose and say that he is the ______________________________
of WPS RESOURCES CORPORATION, one of the corporations described in and which
executed the above instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this ____ day of _____________________, 1998.

-----------------------------------
Notary Public

COMMONWEALTH OF MASSACHUSETTS )
) SS:
COUNTY OF _______________ )

On the ____ day of ______________________________, 1998, before me
personally came ____________________ to me known, who, being by me duly
sworn, did depose and say that he is ____________________ of STATE STREET
BANK AND TRUST COMPANY, one of the corporations described in and which
executed the above instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
of office this ____ day of _________________________________, 1998.

----------------------------------------
Notary Public

<PAGE>
EXHIBIT 4.5

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

FIRST SUPPLEMENTAL INDENTURE

BETWEEN

WPS RESOURCES CORPORATION

AND

STATE STREET BANK AND TRUST COMPANY

DATED AS OF __________, 1998

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

<PAGE>

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

<TABLE>
<S> <C>
SECTION 1.1 Definition of Terms. . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES
SECTION 2.1 Designation and Principal Amount.. . . . . . . . . . . . . . . 3
SECTION 2.2 Maturity.. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.3 Denominations, Form and Payment. . . . . . . . . . . . . . . . 3
SECTION 2.4 Global Debenture.. . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.5 Interest.. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III
REDEMPTION OF THE DEBENTURES
SECTION 3.1 Redemption; Conditions to Redemption.. . . . . . . . . . . . . 6
SECTION 3.2 No Sinking Fund. . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 Extension of Interest Payment Period.. . . . . . . . . . . . . 7
SECTION 4.2 Notice of Extension. . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE V
EXPENSES
SECTION 5.1 Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . 8
SECTION 5.2 Payment Upon Resignation or Removal. . . . . . . . . . . . . . 9

ARTICLE VI
FORM OF DEBENTURE
SECTION 6.1 Form of Debenture. . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VII
COVENANT TO LIST ON EXCHANGE
SECTION 7.1 Listing on Exchange. . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES
SECTION 8.1 Original Issue of Debentures.. . . . . . . . . . . . . . . . . 17

<PAGE>

ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Ratification of Indenture. . . . . . . . . . . . . . . . . . . 17
SECTION 9.2 Trustee Not Responsible for Recitals.. . . . . . . . . . . . . 17
SECTION 9.3 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 9.4 Separability.. . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.5 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

<PAGE>

FIRST SUPPLEMENTAL INDENTURE, dated as of __________, 1998 (the "First
Supplemental Indenture"), between WPS RESOURCES CORPORATION, a Wisconsin
corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, not in its individual capacity but solely as
trustee (the "Trustee") under the Indenture dated as of __________, 1998
between the Company and the Trustee (the "Indenture").

W I T N E S S E T H:

WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the future issuance of the Company's unsecured junior
subordinated debt securities to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
as provided in the Indenture;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Debt Securities to be
known as its [_____% Junior Subordinated Deferrable Interest Debentures] due
[2028] (the "Debentures"), the form and substance of such Debentures and the
terms, provisions and conditions thereof to be set forth as provided in the
Indenture and this First Supplemental Indenture;

WHEREAS, WPSR Capital Trust I, a Delaware statutory business trust (the
"Trust"), has offered to the public $50,000,000 aggregate stated liquidation
amount of its ____% Trust Preferred Securities (the "Trust Preferred
Securities") and has offered to the Company $1,500,000 aggregate stated
liquidation amount of its __% Trust Common Securities, such Trust Preferred
Securities and Trust Common Securities representing undivided beneficial
interests in the assets of the Trust and proposes to invest the proceeds from
such offering, in $51,500,000 aggregate principal amount of the Debentures;
and

WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and all requirements necessary to make this
First Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Debentures, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company, have been
performed, and the execution and delivery of this First Supplemental
Indenture has been duly authorized in all respects;

NOW THEREFORE, in consideration of the purchase and acceptance of the
Debentures by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Debentures and the
terms, provisions and conditions thereof, the Company covenants and agrees
with the Trustee as follows:

<PAGE>

ARTICLE I
DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used
in this First Supplemental Indenture;

(b) a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;

(d) a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;

(e) headings are for convenience of reference only and do not
affect interpretation;

(f) the following terms have the meanings given to them in the
Declaration: (i) Administrative Trustee; (ii) Clearing Agency; (iii) Delaware
Trustee; (iv) Distributions; (v) Investment Company Event; (vi) Pricing
Agreement; (vii) Property Trustee; (viii) Tax Event; (ix) Trust Preferred
Security Certificate; and (x) Underwriting Agreement;

(g) the following terms have the meanings given to them in this
Section 1.1(g):

"Additional Interest" shall have the meaning set forth in Section 2.5.

"Compounded Interest" shall have the meaning set forth in Section 4.1.

"Coupon Rate" shall have the meaning set forth in Section 2.5.

"Declaration" means the Amended and Restated Declaration of Trust
of WPSR Capital Trust I, a Delaware statutory business trust, dated as of
__________, 1998, including the Terms of Securities attached thereto as Annex
I.

"Deferred Interest" shall have the meaning set forth in Section 4.1.

"Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

"Global Debenture" shall have the meaning set forth in Section 2.4.

2
<PAGE>

"Maturity Date" means the date on which the Debentures mature and
on which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional
Interest, if any.

"Non Book-Entry Trust Preferred Securities" shall have the meaning
set forth in Section 2.4.

"Redemption Price" shall have the meaning set forth in Section 3.1.

ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE DEBENTURES

SECTION 2.1 DESIGNATION AND PRINCIPAL AMOUNT.

There is hereby authorized a series of Debt Securities designated
the "____% Junior Subordinated Deferrable Interest Debentures due ____",
limited in aggregate principal amount to $51,500,000, which amount shall be
as set forth in any written order of the Company for the authentication and
delivery of Debentures pursuant to Section 2.4 of the Indenture.

SECTION 2.2 MATURITY.

The Maturity Date is __________, ____.

SECTION 2.3 DENOMINATIONS, FORM AND PAYMENT.

The Debentures shall be issuable in denominations of twenty-five
U.S. Dollars ($25) or any integral multiple thereof. Except as provided in
Section 2.4, the Debentures shall be issued in fully registered certificated
form without interest coupons. Principal and interest on the Debentures
issued in certificated form will be payable, the transfer of such Debentures
will be registrable and such Debentures will be exchangeable for Debentures
bearing identical terms and provisions at the office or agency of the
Trustee; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to the holder at such address as shall
appear in the Security Register or by wire transfer to an account
appropriately designated by such holder. Notwithstanding the foregoing, so
long as the holder of any Debentures is the Property Trustee, the payment of
the principal of and interest (including Compounded Interest and Additional
Interest, if any) on such Debentures held by the Property Trustee will be
made at such place and to such account as may be designated by the Property
Trustee.

SECTION 2.4 GLOBAL DEBENTURE.

(a) In the event that the Debentures are distributed to holders of
Trust Preferred Securities in liquidation of such holders' interests in the
Trust:

<PAGE>

(i) the Debentures in certificated form may be presented to the
Trustee by the Property Trustee in exchange for a global Debenture in an
aggregate principal amount equal to the aggregate principal amount of all
outstanding Debentures (a "Global Debenture"), to be registered in the name
of the Depositary, or its nominee, and delivered by the Trustee to the
Depositary for crediting to the accounts of its participants pursuant to
the instructions of the Administrative Trustees. The Company, upon any
such presentation, shall execute a Global Debenture in such aggregate
principal amount and deliver the same to the Trustee for authentication and
delivery in accordance with the Indenture and this First Supplemental
Indenture. Payments on the Debentures issued as a Global Debenture will be
made to the Depositary; and

(ii) if any Trust Preferred Securities are held in non book-entry
certificated form, the Debentures in certificated form may be presented to
the Trustee by the Property Trustee and any Trust Preferred Security
Certificate which represents Trust Preferred Securities other than Trust
Preferred Securities held by the Clearing Agency or its nominee ("Non Book-
Entry Trust Preferred Securities") will be deemed to represent beneficial
interests in Debentures presented to the Trustee by the Property Trustee
having an aggregate principal amount equal to the aggregate stated
liquidation amount of the Non Book-Entry Trust Preferred Securities until
such Trust Preferred Security Certificates are presented to the Security
Registrar for transfer or reissuance, at which time such Trust Preferred
Security Certificates will be cancelled and a Debenture, registered in the
name of the holder of the Trust Preferred Security Certificate or the
transferee of the holder of such Trust Preferred Security Certificate, as
the case may be, with an aggregate principal amount equal to the aggregate
stated liquidation amount of the Trust Preferred Security Certificate
cancelled, will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture and this First
Supplemental Indenture. On issue of such Debentures, Debentures with an
equivalent aggregate principal amount that were presented by the Property
Trustee to the Trustee will be deemed to have been cancelled.

(b) A Global Debenture may be transferred, in whole but not in part,
only to another nominee of the Depositary, or to a successor Depositary selected
or approved by the Company or to a nominee of such successor Depositary.

(c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, the Company will
execute, and, subject to Article II of the Indenture, the Trustee, upon written
notice from the Company, will authenticate and deliver the Debentures in
definitive registered form, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Debenture in
exchange for such Global Debenture. In addition, the Company may at any time
determine, in its sole discretion, that the Debentures shall no longer be
represented by a Global

<PAGE>

Debenture. In such event the Company will execute, and subject to Section
2.11(c) of the Indenture, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate
and deliver the Debentures in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Debenture in exchange for such Global
Debenture. Upon the exchange of the Global Debenture for such Debentures in
definitive registered form without coupons, in authorized denominations, the
Global Debenture shall be cancelled by the Trustee. Such Debentures in
definitive registered form issued in exchange for the Global Debenture shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Debentures to the Depositary for delivery to the Persons in whose names such
Debentures are so registered.

SECTION 2.5 INTEREST.

(a) Each Debenture will bear interest at the rate of ____% per
annum (the "Coupon Rate") from the original date of issuance until the
principal thereof becomes due and payable, and on any overdue principal and
(to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest, at the Coupon Rate, compounded
quarterly payable (subject to the provisions of Article IV) quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year
(each, an "Interest Payment Date"), commencing September 30, 1998, to the
Person in whose name such Debenture or any predecessor Debenture is
registered, at the close of business on the regular record date for such
interest installment, which, in respect of any Debentures of which the
Property Trustee is the holder of a Global Debenture, shall be the close of
business on the Business Day next preceding that Interest Payment Date.
Notwithstanding the foregoing sentence, if the Trust Preferred Securities are
no longer in book-entry only form or if the Debentures are not held by the
Property Trustee and are not represented by a Global Debenture, the Company
may select a regular record date for such interest installment which shall be
any date not less than three Business Days before an Interest Payment Date.

(b) The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full calendar quarter for which interest is computed will be computed
on the basis of the actual number of days elapsed per 90-day period in a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date.

(c) If, at any time while the Property Trustee is the holder of
any Debentures, the Trust or the Property Trustee is required to pay any
taxes, duties, assessments or

<PAGE>

governmental charges of whatever nature (other than withholding taxes)
imposed by the United States, or any other taxing authority, then, in any
case, the Company will pay as additional interest ("Additional Interest") on
the Debentures held by the Property Trustee, such additional amounts as shall
be required so that the net amounts received and retained by the Trust and
the Property Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
governmental charges been imposed.

ARTICLE III
REDEMPTION OF THE DEBENTURES

SECTION 3.1 REDEMPTION; CONDITIONS TO REDEMPTION.

(a) Subject to the provisions of Article III of the Indenture, the
Company shall have the right to redeem the Debentures, (i) on or after
__________, 2003, in whole at any time or in part from time to time, or (ii)
in the event that a Tax Event or an Investment Company Event shall occur and
be continuing, then prior to __________, 2003 in whole (but not in part)
within 90 days following the occurrence of such Tax Event or Investment
Company Event, upon not less than 30 nor more than 60 days' prior written
notice, at a redemption price (the "Redemption Price") equal to the principal
amount of the Debentures to be redeemed, plus any accrued and unpaid
interest, including Additional Interest, if any, thereon to the date of such
redemption (the "Redemption Date"); PROVIDED, HOWEVER, that the Company shall
not redeem the Debentures in part unless all accrued but unpaid interest has
been paid in full on all of the Debentures Outstanding for all quarterly
interest payment periods terminating on or prior to the Redemption Date. If
the Debentures are only partially redeemed pursuant to this Section 3.1(a),
the Debentures will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided, that if at the time of redemption the
Debentures are registered as a Global Debenture, the Depositary shall
determine, in accordance with its procedures, the principal amount of such
Debentures held by each holder of Debentures to be redeemed.

(b) For so long as the Trust is the Holder of all Outstanding
Debentures, the proceeds of any redemption provided for in this Section 3.1
shall be used by the Trust to redeem Trust Preferred Securities in accordance
with their terms.

(c) If a partial redemption of the Debentures would result in the
delisting of the Trust Preferred Securities issued by the Trust from any
national securities exchange or other organization on which the Trust
Preferred Securities are then listed, the Company shall not be permitted to
effect such partial redemption and may only redeem the Debentures in whole.

SECTION 3.2 NO SINKING FUND.

The Subordinated Debentures are not entitled to the benefit of any
sinking fund.

<PAGE>

ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1 EXTENSION OF INTEREST PAYMENT PERIOD.

The Company shall have the right, at any time and from time to time
during the term of the Debentures, to defer payments of interest by extending
the interest payment period of such Debentures for a period not exceeding 20
consecutive calender quarters (the "Extended Interest Payment Period"),
during which Extended Interest Payment Period no interest shall be due and
payable; provided that no Extended Interest Payment Period may extend beyond
the Maturity Date. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, will bear interest thereon at
the Coupon Rate compounded quarterly for each quarterly interest payment
period of the Extended Interest Payment Period ("Compounded Interest"). At
the end of the Extended Interest Payment Period, the Company shall pay all
interest accrued and unpaid on the Debentures, including any Additional
Interest and Compounded Interest (together, "Deferred Interest") that shall
be payable to the holders of the Debentures in whose names the Debentures are
registered in the Security Register on the first record date after the end of
the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Company may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive calendar quarters or extend beyond the maturity date of
the Debentures. Upon the termination of any Extended Interest Payment Period
and upon the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Company may
prepay at any time all or any portion of the interest accrued during an
Extended Interest Payment Period.

SECTION 4.2 NOTICE OF EXTENSION.

(a) If the Property Trustee is the only registered holder of the
Debentures at the time the Company elects an Extended Interest Payment Period,
the Company shall give written notice to the the Administrative Trustees and the
Property Trustee of its election of such Extended Interest Payment Period at
least one Business Day before the earlier of (i) the next succeeding date on
which Distributions on the Trust Securities issued by the Trust are payable, or
(ii) the date the Trust is required to give notice of the record date, or the
date such Distributions are payable, to the New York Stock Exchange or any other
applicable self-regulatory organization or to holders of the Trust Preferred
Securities, but in any event at least one Business Day before such record date.

(b) If the Property Trustee is not the only holder of the Debentures
at the time the Company elects an Extended Interest Payment Period, the Company
shall give the holders of the Debentures and the Trustee written notice of its
election of such Extended Interest Payment Period at least 10 Business Days
before the earlier of (i) the next succeeding Interest Payment

<PAGE>

Date, or (ii) the date the Company is required to give notice of the record
or payment date of such interest payment to any applicable self-regulatory
organization or to holders of the Debentures, but in any event at least two
Business Days before such record date.

(c) The quarterly interest payment period in which any notice is
given pursuant to paragraphs (a) or (b) of this Section 4.2 shall be counted as
one of the 20 consecutive calendar quarters permitted in the maximum Extended
Interest Payment Period permitted under Section 4.1.

ARTICLE V
EXPENSES

SECTION 5.1 PAYMENT OF EXPENSES.

(a) In connection with the offering, sale and issuance of the
Debentures to the Property Trustee and in connection with the sale of the Trust
Securities by the Trust, the Company, in its capacity as borrower with respect
to the Debentures, shall:

(1) pay all costs and expenses relating to the offering, sale
and issuance of the Debentures, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and compensation of the
Trustee under the Indenture in accordance with the provisions of Section
7.6 of the Indenture;

(2) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust,
the offering, sale and issuance of the Trust Securities (including
commissions to the underwriters in connection therewith), the fees and
expenses of the Property Trustee and the Delaware Trustee, the costs and
expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing,
and disposition of Trust assets); and

(3) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of the Trust.

(b) The obligations of the Company under paragraphs (a)(2) and (a)(3)
of this Section 5.1 are for the benefit of, and shall be enforceable by, any
person to whom any such liabilities, costs, expenses, and taxes are owed (a
"Creditor"), whether or not such Creditor has received notice thereof. Any such
Creditor may enforce such obligations of the Company directly against the
Company, and the Company irrevocably waives any right or remedy to require that
any such Creditor take any action against the Trust or any other person before
proceeding against

<PAGE>

the Company. The Company shall execute such additional agreements as may be
necessary or desirable to give full effect to the provisions of this Section
5.1(b).

SECTION 5.2 PAYMENT UPON RESIGNATION OR REMOVAL.

Upon termination of this First Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee pursuant to Section
7.10 of the Indenture, the Company shall pay to the Trustee all amounts
accrued and owing to the Trustee to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may
be, pursuant to Section 5.6 of the Declaration, the Company shall pay to the
Delaware Trustee or Property Trustee, as applicable, all amounts accrued and
owing to such Trustee to the date of such termination, removal or resignation.

ARTICLE VI
FORM OF DEBENTURE

SECTION 6.1 FORM OF DEBENTURE.

The Debentures and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:

(FORM OF FACE OF DEBENTURE)

[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture
is a Global Debenture within the meaning of the Indenture hereinafter referred
to and is registered in the name of a Depositary or a nominee of a Depositary.
This Debenture is exchangeable for Debentures registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Debenture (other than a
transfer of this Debenture as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited circumstances.

Unless this Debenture is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

<PAGE>

No._________________

WPS RESOURCES CORPORATION

____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE
DUE ____

WPS Resources Corporation, a Wisconsin corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of $___________ on __________, ____, and
to pay interest on said principal sum from __________, 1998 or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 31, June 30, September 30 and
December 31 of each year commencing ________, 199_, at the rate of ____% per
annum until the principal hereof shall have become due and payable, plus
Additional Interest, if any, and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded quarterly. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. The amount of interest payable for any period shorter than a full
quarterly interest payment period for which interest is computed will be
computed on the basis of actual number of days elapsed in a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
this Debenture is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Debenture
(or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the business day next
preceding such Interest Payment Date. [IF THE TRUST PREFERRED SECURITIES ARE NO
LONGER REPRESENTED BY A GLOBAL CERTIFICATE OR IF THE DEBENTURES ARE NOT HELD BY
THE PROPERTY TRUSTEE AND ARE NOT REPRESENTED BY A GLOBAL DEBENTURE -- which
shall be the close of business on [insert regular record date selected by the
Company in accordance with Section 2.5].] Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor Securities) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice of which shall be given to the
registered holders of this series of Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner
not inconsistent with the

10
<PAGE>

requirements of any securities exchange on which the Debentures may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The principal of (and premium, if any) and
the interest on this Debenture shall be payable at the office or agency of
the Trustee maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Security Register or by wire transfer to
an account appropriately designated by such holder. Notwithstanding the
foregoing, so long as the holder of this Debenture is the Property Trustee,
the payment of the principal of and interest on this Debenture will be made
at such place and to such account as may be designated by the Property
Trustee.

The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, and this
Debenture is issued subject to the provisions of the Indenture with respect
thereto. Each holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided, and (c) appoints the
Trustee his or her attorney-in-fact for any and all such purposes. Each holder
hereof, by his or her acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness of the Company, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

11
<PAGE>

The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated___________________________

WPS RESOURCES CORPORATION

By:______________________
Name:
Title:

Attest:

By:_____________________________
Name:
Title:

<PAGE>
(FORM OF CERTIFICATE OF AUTHENTICATION)

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY or___________________________
as Trustee as Authenticating Agent

By________________________________ By___________________________
Authorized Signatory Authorized Signatory

<PAGE>

(FORM OF REVERSE OF DEBENTURE)

This Debenture is one of a duly authorized series of Debentures of
the Company (herein sometimes referred to as the "Debentures"), specified in
the Indenture, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of __________, 1998, duly executed and
delivered between the Company and State Street Bank and Trust Company, as
Trustee (the "Trustee"), as supplemented by the First Supplemented Indenture
dated as of __________, 1998, between the Company and the Trustee (the
Indenture as so supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Debentures. By
the terms of the Indenture, the Debentures are issuable in series that may
vary as to amount, date of maturity, rate of interest and in other respects
as provided in the Indenture. This series of Debentures is limited in
aggregate principal amount as specified in said First Supplemental Indenture.

Subject to the provisions of Article III of the Indenture, the
Company has the right to redeem this Debenture (i) on or after __________,
2003, in whole at any time or in part from time to time, or (ii) in the event
that a Tax Event or Investment Company Event (as defined in the First
Supplemental Indenture) shall occur and be continuing, then prior to
__________, 2003, in whole (but not in part) within 90 days following the
occurrence of such Tax Event or Investment Company Event upon not less than
30 nor more than 60 days' prior written notice, at a redemption price (the
"Redemption Price"), equal to the principal amount of the Debentures to be
redeemed plus any accrued and unpaid interest, including Additional Interest,
if any, thereon to the date of such redemption (the "Redemption Date");
PROVIDED, HOWEVER, that the Company shall not redeem the Debentures in part
unless all accrued but unpaid interest has been paid in full on all of the
Debentures for all quarterly interest payment periods terminating on or prior
to the Redemption Date.

If the Debentures are only partially redeemed by the Company, the
Debentures will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided that if, at the time of redemption, the
Debentures are registered as a Global Debenture, the Depositary shall
determine the principal amount of such Debentures held by each holder to be
redeemed in accordance with its procedures.

In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will
be issued in the name of the holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Debentures may
be declared, and upon such declaration shall become immediately due and
payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

14
<PAGE>

The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the
time Outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the
holders of the Debentures; PROVIDED, HOWEVER, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon
the redemption thereof, without the consent of the holder of each Debenture
so affected, or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture then Outstanding and
affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Debentures of any
series at the time Outstanding affected thereby, on behalf of all of the
holders of the Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or premium,
if any, or interest on any of the Debentures of such series. Any such consent
or waiver by the registered holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Debenture and of any Debenture
issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at
the rate and in the money herein prescribed.

The Company shall have the right at any time during the term of the
Debentures and from time to time to extend the interest payment period of
such Debentures for up to 20 consecutive calendar quarters (an "Extended
Interest Payment Period"), at the end of which period the Company shall pay
all interest then accrued and unpaid (together with interest thereon at the
rate specified for the Debentures to the extent that payment of such interest
is enforceable under applicable law); provided that no Extended Interest
Payment Date may extend beyond the maturity date of the Debentures. Before
the termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive calendar quarters. At the
termination of any such Extended Interest Payment Period and upon the payment
of all accrued and unpaid interest and any additional amounts then due, the
Company may commence a new Extended Interest Payment Period.

As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the Security Register of the

<PAGE>

Company, upon surrender of this Debenture for registration of transfer at the
Corporate Trust Office of the Trustee or such other location designated by
the Company pursuant to the Indenture accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee
duly executed by the registered holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and the Security
Registrar may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Security Registrar) for the purpose of receiving payment of or
on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Company nor the Trustee
nor any paying agent nor any Security Registrar shall be affected by any
notice to the contrary.

No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

The Debentures of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.
[This Global Debenture is exchangeable for Debentures in definitive form only
under certain limited circumstances set forth in the Indenture. Debentures of
this series so issued are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations herein and therein set forth,
Debentures of this series so issued are exchangeable for a like aggregate
principal amount of Debentures of this series of a different authorized
denomination, as requested by the holder surrendering the same.

All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

<PAGE>

ARTICLE VII
COVENANT TO LIST ON EXCHANGE

SECTION 7.1 LISTING ON EXCHANGE.

If the Debentures are to be issued as a Global Security in
connection with the distribution of the Debentures to the Holders of the
Trust Preferred Securities issued by the Trust upon the dissolution of the
Trust, the Company will use its best efforts to list such Debentures on the
New York Stock Exchange or on such other exchange on which the Trust
Preferred Securities are then listed.

ARTICLE VIII
ORIGINAL ISSUE OF DEBENTURES

SECTION 8.1 ORIGINAL ISSUE OF DEBENTURES.

Debentures in the aggregate principal amount of $51,500,000 may,
upon execution of this First Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Debentures to or upon the
written order of the Company, signed by its Chairman, President, or any Vice
President and its Treasurer or an Assistant Treasurer, without any further
action by the Company.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 RATIFICATION OF INDENTURE.

The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided.

SECTION 9.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

The recitals herein contained are made by the Company and not by
the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.

SECTION 9.3 GOVERNING LAW.

This First Supplemental Indenture and each Debenture shall be
deemed to be a contract made under the internal laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State.

17
<PAGE>

SECTION 9.4 SEPARABILITY.

In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
First Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein
or therein.

SECTION 9.5 COUNTERPARTS.

This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed on the date or dates indicated in
the acknowledgments and as of the day and year first above written.

WPS RESOURCES CORPORATION

By:__________________________
Name:________________________
Title:_______________________

COMPANY STATE STREET BANK AND TRUST COMPANY
not in its individual capacity
but solely as Trustee

By:__________________________
Name:
Title:

<PAGE>

STATE OF WISCONSIN )
) SS:
COUNTY OF BROWN )

On the _____ day of _______, 1998, before me personally came
________________ to me known, who, being by me duly sworn, did depose and say
that he is the ______________________ of WPS RESOURCES CORPORATION, one of
the corporations described in and which executed the above instrument, and
that he signed his name thereto by authority of the Board of Directors of
said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
of office this _____ day of _______, 1998.

_____________________________
Notary Public

COMMONWEALTH OF MASSACHUSETTS )
) SS:
COUNTY OF ___________________ )

On the _____ day of _______, 1998, before me personally came
_______________________ to me known, who, being by me duly sworn, did depose
and say he is _________________________ of STATE STREET BANK AND TRUST
COMPANY, one of the corporations described in and which executed the above
instrument, and that he signed his name thereto by authority of the Board of
Directors of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
of office this _____ day of _______, 1998.

_____________________________
Notary Public

<PAGE>
EXHIBIT 4.7

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

TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

WPS RESOURCES CORPORATION

DATED AS OF ___________________, 1998

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation . . . . . . . . . . . . . . . 2

ARTICLE II TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application . . . . . . . . . . . . . . 5
SECTION 2.2 Lists of Holders of Securities . . . . . . . . . . . . . . . 5
SECTION 2.3 Reports by the Trust Preferred Guarantee Trustee . . . . . . 6
SECTION 2.4 Periodic Reports to Trust Preferred Guarantee Trustee . . . . 6
SECTION 2.5 Evidence of Compliance with Conditions Precedent . . . . . . 6
SECTION 2.6 Events of Default; Waiver . . . . . . . . . . . . . . . . . . 6
SECTION 2.7 Event of Default; Notice . . . . . . . . . . . . . . . . . . 7
SECTION 2.8 Conflicting Interests . . . . . . . . . . . . . . . . . . . . 7

ARTICLE III POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Trust Preferred Guarantee Trustee. . 7
SECTION 3.2 Certain Rights of Trust Preferred Guarantee Trustee . . . . . 9
SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee . . . . 11

ARTICLE IV TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 4.1 Trust Preferred Guarantee Trustee; Eligibility . . . . . . . 11
SECTION 4.2 Appointment, Removal and Resignation of Trust Preferred
Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 4.3 Compensation and Reimbursement of Expenses of Trust
Preferred Guarantee Trustee . . . . . . . . . . . . . . . . . 13

ARTICLE V GUARANTEE
SECTION 5.1 Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.2 Waiver of Notice and Demand . . . . . . . . . . . . . . . . . 13
SECTION 5.3 Obligations Not Affected . . . . . . . . . . . . . . . . . . 13
SECTION 5.4 Rights of Holders . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.5 Guarantee of Payment . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.6 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.7 Independent Obligations . . . . . . . . . . . . . . . . . . . 15

i
<PAGE>

<S> <C>
ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions . . . . . . . . . . . . . . . . . 16
SECTION 6.2 Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VII TERMINATION

SECTION 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VIII INDEMNIFICATION

SECTION 8.1 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE IX MISCELLANEOUS

SECTION 9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . 18
SECTION 9.2 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.4 Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 9.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 19

</TABLE>

<PAGE>

CROSS-REFERENCE TABLE
FOR THE TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

SECTION OF SECTION OF
TRUST INDENTURE GUARANTEE
OF 1939, AS AMENDED AGREEMENT
- ------------------- ----------
<S> <C>
310(a) . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . 1(c), 2.8
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5, 3.2
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1, 3.2
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . 5.4(a), 2.6
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)
318(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
319(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)
</TABLE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of the Guarantee Agreement and shall not have any bearing on the
interpretation of its terms or provisions.

iii

<PAGE>

TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Trust Preferred Securities
Guarantee"), dated as of ____________, 1998, is executed and delivered by WPS
Resources Corporation, a Wisconsin corporation (the "Guarantor"), and State
Street Bank and Trust Company, a Massachusetts trust company, not in its
individual capacity but solely as trustee (the "Trust Preferred Guarantee
Trustee"), for the benefit of the Holders (as defined herein) from time to
time of the Trust Preferred Securities (as defined herein) of WPSR Capital
Trust I, a Delaware statutory business trust (the "Issuer").

W I T N E S S E T H:

WHEREAS, pursuant to an Amended and Restated Declaration of Trust
(the "Declaration"), dated as of ____________, 1998, among the trustees of
the Issuer named therein, the Guarantor, as sponsor, and the holders from
time to time of undivided beneficial interests in the assets of the Issuer,
the Issuer is issuing on the date hereof 2,000,000 preferred securities,
having an aggregate liquidation amount of $50,000,000, designated the ____%
Trust Preferred Securities (the "Trust Preferred Securities");

WHEREAS, as incentive for the Holders to purchase the Trust
Preferred Securities, the Guarantor desires irrevocably and unconditionally
to agree, to the extent set forth in this Trust Preferred Securities
Guarantee, to pay to the Holders of the Trust Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein; and

WHEREAS, the Guarantor is also executing and delivering a guaranty
agreement (the "Trust Common Securities Guarantee") in substantially
identical terms to this Trust Preferred Securities Guarantee for the benefit
of the holders of the Trust Common Securities (as defined herein), except
that if an Event of Default (as defined in the Indenture), has occurred and
is continuing, the rights of holders of the Trust Common Securities to
receive Guarantee Payments under the Trust Common Securities Guarantee are
subordinated to the rights of Holders of Trust Preferred Securities to
receive Guarantee Payments under this Trust Preferred Securities Guarantee.

NOW, THEREFORE, in consideration of the purchase by each Holder of
Trust Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this Trust
Preferred Securities Guarantee for the benefit of the Holders.

<PAGE>

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS AND INTERPRETATION.

In this Trust Preferred Securities Guarantee, unless the context
otherwise requires:

(a) capitalized terms used in this Trust Preferred Securities
Guarantee but not defined in the preamble above have the respective meanings
assigned to them in this Section 1.1;

(b) a term defined anywhere in this Trust Preferred Securities
Guarantee has the same meaning throughout;

(c) all references to "the Trust Preferred Securities Guarantee"
or "this Trust Preferred Securities Guarantee" are to this Trust Preferred
Securities Guarantee as modified, supplemented or amended from time to time;

(d) all references in this Trust Preferred Securities Guarantee to
Articles and Sections are to Articles and Sections of this Trust Preferred
Securities Guarantee, unless otherwise specified;

(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Trust Preferred Securities Guarantee, unless otherwise
defined in this Trust Preferred Securities Guarantee or unless the context
otherwise requires; and

(f) a reference to the singular includes the plural and vice versa.

"Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act of 1933, as amended, or any successor rule thereunder.

"Authorized Officer" of a Person means any Person that is
authorized to bind such Person.

"Business Day" means any day other than a day on which state or
federal banking institutions in New York, New York, or Boston, Massachusetts,
are authorized or required by law to close.

"Corporate Trust Office" means the office of the Trust Preferred
Guarantee Trustee at which the corporate trust business of the Trust
Preferred Guarantee Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Agreement is
located at 2 International Place, 4th Floor, Boston, Massachusetts.

"Covered Person" means any Holder or beneficial owner of Trust
Preferred Securities.

<PAGE>
"Debentures" means the series of junior subordinated debt
securities of the Guarantor designated the ____% Junior Subordinated Deferrable
Interest Debentures due ____ held by the Property Trustee (as defined in the
Declaration) of the Issuer.

"Direction" by a Person means a written direction signed: (a) if
the Person is a natural person, by that Person; or (b) in any other case, in the
name of such person by one or more Authorized Officers of that Person.

"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Trust Preferred Securities Guarantee.

"Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Trust Preferred
Securities, to the extent not paid or made by the Issuer: (i) any accrued and
unpaid Distributions (as defined in the Declaration) that are required to be
paid on such Trust Preferred Securities, to the extent the Issuer shall have
funds available therefor, (ii) the redemption price, including all accrued and
unpaid Distributions to the date of redemption (the "Redemption Price") to the
extent the Issuer has funds available therefor, with respect to any Trust
Preferred Securities called for redemption by the Issuer, and (iii) upon a
voluntary or involuntary dissolution, liquidation, winding-up or termination of
the Issuer (other than in connection with the distribution of Debentures to the
Holders in exchange for Trust Preferred Securities as provided in the
Declaration or the redemption of all of the Trust Preferred Securities upon
maturity or redemption of Debentures), the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid Distributions on the Trust
Preferred Securities to the date of payment, to the extent the Issuer shall have
funds available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution"). If an event of default under the
Indenture has occurred and is continuing, the rights of holders of the Trust
Common Securities to receive payments under the Trust Common Securities
Guarantee Agreement are subordinated to the rights of Holders of Trust Preferred
Securities to receive Guarantee Payments.

"Holder" shall mean any holder, as registered in the books and
records of the Issuer, of any Trust Preferred Securities; provided however,
that, in determining whether the holders of the requisite percentage of Trust
Preferred Securities have given any request, notice, consent or waiver
hereunder, "Holder" shall not include the Guarantor or any Affiliate of the
Guarantor; and provided further, that in determining whether the Holders of the
requisite liquidation amount of Trust Preferred Securities have voted on any
matter provided for in this Trust Preferred Securities Guarantee, then for the
purpose of such determination only (and not for any other purpose hereunder) if
the Trust Preferred Securities remain in the form of one or more Global
Certificates (as defined in the Declaration), the term "Holders" shall mean the
holder of the Global Certificate acting at the direction of the Trust Preferred
Security Beneficial Owners (as defined in the Declaration).

<PAGE>

"Indemnified Person" means the Trust Preferred Guarantee Trustee,
any Affiliate of the Trust Preferred Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Trust Preferred Guarantee Trustee.

"Indenture" means the Indenture dated as of ____________, 1998
between the Guarantor (the "Debenture Issuer") and State Street Bank and Trust
Company, as trustee, and any indenture supplemental thereto pursuant to which
certain subordinated debt securities of the Debenture Issuer are to be issued to
the Property Trustee of the Issuer.

"Majority in liquidation amount of the Trust Preferred Securities"
means, except as provided in the terms of the Trust Preferred Securities or by
the Trust Indenture Act, a vote by Holder(s) of Trust Preferred Securities,
voting separately as a class, of more than 50% of the liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all Trust Preferred Securities.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Preferred Securities Guarantee shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definition
relating thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

(c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is necessary
to enable such officer to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

"Responsible Officer" means, with respect to the Trust
Preferred Guarantee Trustee, the chairman of the board of directors,
president, any vice-president, any assistant vice-president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, any trust

<PAGE>

officer or other officer of the Trust Preferred Guarantee Trustee
customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

"Successor Trust Preferred Guarantee Trustee" means a successor
Trust Preferred Guarantee Trustee possessing the qualifications to act as
Trust Preferred Guarantee Trustee under Section 4.1.

"Trust Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

"Trust Preferred Guarantee Trustee" means State Street Bank and
Trust Company until a Successor Trust Preferred Guarantee Trustee had been
appointed and has accepted such appointment pursuant to the terms of this Trust
Preferred Securities Guarantee and thereafter means each such Successor Trust
Preferred Guarantee Trustee.

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.

(a) This Trust Preferred Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be part of this Trust
Preferred Securities Guarantee and shall, to the extent applicable, be governed
by such provisions; and

(b) If and to the extent that any provision of this Trust
Preferred Securities Guarantee limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.

SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.

(a) The Guarantor shall provide the Trust Preferred Guarantee
Trustee with a list, in such form as the Trust Preferred Guarantee Trustee may
reasonably require, of the names and addresses of the Holders of the Trust
Preferred Securities ("List of Holders") as of such date, (i) within fourteen
(14) days after January 1 and June 30 of each year, and (ii) at any other time
within 30 days of receipt by the Guarantor of a written request for a List of
Holders as of a date no more than fourteen (14) days before such List of Holders
is given to the Trust Preferred Guarantee Trustee; provided, that the Guarantor
shall not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the Trust
Preferred Guarantee Trustee by the Guarantor. The Trust Preferred

<PAGE>

Guarantee Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

(b) The Trust Preferred Guarantee Trustee shall comply with its
obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 REPORTS BY THE TRUST PREFERRED GUARANTEE TRUSTEE

On or before July 15 of each year, the Trust Preferred Guarantee
Trustee shall provide to the Holders of the Trust Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act. The Trust
Preferred Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO TRUST PREFERRED GUARANTEE TRUSTEE

The Guarantor shall provide to the Trust Preferred Guarantee
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act. Delivery of such
reports, information and documents to the Trust Preferred Guarantee Trustee
is for informational purposes only and the Trust Preferred Guarantee
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Guarantor's compliance with any of its covenants
hereunder (as to which the Trust Preferred Guarantee Trustee is entitled to
rely exclusively on officers' certificates).

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

The Guarantor shall provide to the Trust Preferred Guarantee
Trustee such evidence of compliance with such conditions precedent, if any,
provided for in this Trust Preferred Securities Guarantee that relate to any
of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officers'
Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.

The Holders of a Majority in liquidation amount of the Trust
Preferred Securities may, by vote, on behalf of the Holders of all of the
Trust Preferred Securities, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Trust Preferred Securities Guarantee,
but no such waiver shall extend to any subsequent or other default or Event
of Default or impair any right consequent thereon.

<PAGE>

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

(a) The Trust Preferred Guarantee Trustee shall, within 90 days
after a Responsible Officer has knowledge of the occurrence of an Event of
Default, transmit by mail, first class postage prepaid, to the Holders of the
Trust Preferred Securities, notices of all Events of Default actually known
to a Responsible Officer of the Trust Preferred Guarantee Trustee, unless
such defaults have been cured before the giving of such notice, provided,
that, the Trust Preferred Guarantee Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trust Preferred
Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Trust Preferred Securities.

(b) The Trust Preferred Guarantee Trustee shall not be deemed
to have knowledge of any Event of Default unless the Trust Preferred
Guarantee Trustee shall have received written notice, or a Responsible
Officer of the Trust Preferred Guarantee Trustee charged with the
administration of the Declaration shall have obtained actual knowledge, of
such Event of Default.

SECTION 2.8 CONFLICTING INTERESTS.

The Declaration shall be deemed to be specifically described in
this Trust Preferred Securities Guarantee for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 3.1 POWERS AND DUTIES OF THE TRUST PREFERRED GUARANTEE TRUSTEE.

(a) This Trust Preferred Securities Guarantee shall be held by
the Trust Preferred Guarantee Trustee for the benefit of the Holders of the
Trust Preferred Securities, and the Trust Preferred Guarantee Trustee shall
not transfer this Trust Preferred Securities Guarantee to any Person except a
Holder of Trust Preferred Securities exercising his or her rights pursuant to
Section 5.4(b) or to a Successor Trust Preferred Guarantee Trustee on
acceptance by such Successor Trust Preferred Guarantee Trustee of its
appointment to act as Successor Trust Preferred Guarantee Trustee. The right,
title and interest of the Trust Preferred Guarantee Trustee shall
automatically vest in any Successor Trust Preferred Guarantee Trustee, and
such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Trust Preferred Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible
Officer of the Trust Preferred Guarantee Trustee has occurred and is continuing,
the Trust Preferred Guarantee

7
<PAGE>

Trustee shall enforce this Trust Preferred Securities Guarantee for the
benefit of the Holders of the Trust Preferred Securities.

(c) The Trust Preferred Guarantee Trustee, before the
occurrence of any Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Trust Preferred Securities Guarantee, and no
implied covenants shall be read into this Trust Preferred Securities Guarantee
against the Trust Preferred Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the Trust Preferred Guarantee
Trustee, the Trust Preferred Guarantee Trustee shall exercise such of the rights
and powers vested in it by this Trust Preferred Securities Guarantee and use the
same degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

(d) No provision of this Trust Preferred Securities Guarantee
shall be construed to relieve the Trust Preferred Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have
occurred:

(A) the duties and obligations of the Trust Preferred
Guarantee Trustee shall be determined solely by the express
provisions of this Trust Preferred Securities Guarantee, and the
Trust Preferred Guarantee Trustee shall not be liable except for
the performance of such duties and obligations as are specifically
set forth in this Trust Preferred Securities Guarantee, and no
implied covenants or obligations shall be read into this Trust
Preferred Securities Guarantee against the Trust Preferred
Guarantee Trustee; and

(B) in the absence of bad faith on the part of the Trust
Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trust Preferred
Guarantee Trustee and conforming to the requirements of this Trust
Preferred Securities Guarantee; but in the case of any such
certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trust Preferred
Guarantee Trustee, the Trust Preferred Guarantee Trustee shall be
under a duty to examine the same to determine whether or not they
conform to the requirements of this Trust Preferred Securities
Guarantee;

(ii) the Trust Preferred Guarantee Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer of
the Trust Preferred Guarantee Trustee, unless it shall be proved that the
Trust Preferred Guarantee Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;

<PAGE>

(iii) the Trust Preferred Guarantee Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of not less than a
Majority in liquidation amount of the Trust Preferred Securities relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trust Preferred Guarantee Trustee, or exercising any
trust or power conferred upon the Trust Preferred Guarantee Trustee under
this Trust Preferred Securities Guarantee; and

(iv) no provision of this Trust Preferred Securities Guarantee
shall require the Trust Preferred Guarantee Trustee to expend or risk its
own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights
or powers, if the Trust Preferred Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is
not reasonably assured to it under the terms of this Trust Preferred
Securities Guarantee or indemnity, reasonably satisfactory to the Trust
Preferred Guarantee Trustee, against such risk or liability is not
reasonably assured to it.

SECTION 3.2 CERTAIN RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE.

(a) Subject to the provisions of Section 3.1:

(i) The Trust Preferred Guarantee Trustee may conclusively
rely, and shall be fully protected in acting or refraining from acting
upon, any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed, sent or presented by the
proper party or parties.

(ii) Any direction or act of the Guarantor contemplated by this
Trust Preferred Securities Guarantee shall be sufficiently evidenced by a
Direction or an Officers' Certificate.

(iii) Whenever, in the administration of this Trust Preferred
Securities Guarantee, the Trust Preferred Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering
or omitting any action hereunder, the Trust Preferred Guarantee Trustee
(unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and conclusively rely upon an
Officers' Certificate which, upon receipt of such request, shall be
promptly delivered by the Guarantor.

(iv) The Trust Preferred Guarantee Trustee shall have no duty to
see to any recording, filing or registration of any instrument (or any
rerecording, refiling or registration thereof).

<PAGE>

(v) The Trust Preferred Guarantee Trustee may consult with
counsel, and the written advice or opinion of such counsel with respect
to legal matters shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in
good faith and in accordance with such advice or opinion. Such counsel
may be counsel to the Guarantor or any of its Affiliates and may include
any of its employees. The Trust Preferred Guarantee Trustee shall have
the right at any time to seek instructions concerning the administration
of this Trust Preferred Securities Guarantee from any court of competent
jurisdiction.

(vi) The Trust Preferred Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Trust Preferred Securities Guarantee at the request or direction of any
Holder, unless such Holder shall have provided to the Trust Preferred
Guarantee Trustee such security and indemnity, reasonably satisfactory to
the Trust Preferred Guarantee Trustee, against the costs, expenses
(including attorneys' fees and expenses and the expenses of the Trust
Preferred Guarantee Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request
or direction, including such reasonable advances as may be requested by
the Trust Preferred Guarantee Trustee; provided that, nothing contained
in this Section 3.2(a)(vi) shall be taken to relieve the Trust Preferred
Guarantee Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Trust
Preferred Securities Guarantee.

(vii) The Trust Preferred Guarantee Trustee shall not be bound to
make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trust Preferred
Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

(viii) The Trust Preferred Guarantee Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, nominees, custodians or attorneys, and
the Trust Preferred Guarantee Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.

(ix) Any action taken by the Trust Preferred Guarantee Trustee
or its agents hereunder shall bind the Holders of the Trust Preferred
Securities, and the signature of the Trust Preferred Guarantee Trustee or
its agents alone shall be sufficient and effective to perform any such
action. No third party shall be required to inquire as to the authority
of the Trust Preferred Guarantee Trustee to so act or as to its
compliance with any of the terms and provisions of this Trust Preferred
Securities Guarantee, both of which shall be conclusively evidenced by
the Trust Preferred Guarantee Trustee's or its agent's taking such
action.

<PAGE>

(x) Whenever in the administration of this Trust Preferred
Securities Guarantee the Trust Preferred Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder, the Trust Preferred Guarantee
Trustee (i) may request instructions from the Holders of a Majority in
liquidation amount of the Trust Preferred Securities, (ii) may refrain
from enforcing such remedy or right or taking such other action until
such instructions are received, and (iii) shall be protected in
conclusively relying on or acting in accordance with such instructions.

(b) No provision of this Trust Preferred Securities Guarantee
shall be deemed to impose any duty or obligation on the Trust Preferred
Guarantee Trustee to perform any act or acts or exercise any right, power, duty
or obligation conferred or imposed on it in any jurisdiction in which it shall
be illegal, or in which the Trust Preferred Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Trust Preferred Guarantee Trustee
shall be construed to be a duty.

SECTION 3.3 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE

The recitals contained in this Trust Preferred Securities
Guarantee shall be taken as the statements of the Guarantor, and the Trust
Preferred Guarantee Trustee does not assume any responsibility for their
correctness. The Trust Preferred Guarantee Trustee makes no representation as to
the validity or sufficiency of this Trust Preferred Securities Guarantee.

ARTICLE IV
TRUST PREFERRED GUARANTEE TRUSTEE

SECTION 4.1 TRUST PREFERRED GUARANTEE TRUSTEE; ELIGIBILITY.

(a) There shall at all times be a Trust Preferred Guarantee
Trustee which shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof or
of the District of Columbia, or a corporation or Person permitted by the
Securities and Exchange Commission to act as an institutional trustee
under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial or District of Columbia
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or
examining authority referred to above, then, for the purposes of this
Section 4.1(a)(ii), the combined capital and surplus of such corporation
shall be deemed

<PAGE>

to be its combined capital and surplus as set forth in its most recent
report of condition so published.

(b) If at any time the Trust Preferred Guarantee Trustee shall
cease to be eligible to so act under Section 4.1(a), the Trust Preferred
Guarantee Trustee shall immediately resign in the manner and with the effect set
out in Section 4.2(c).

(c) If the Trust Preferred Guarantee Trustee has or shall
acquire any "conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Trust Preferred Guarantee Trustee and Guarantor shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUST PREFERRED GUARANTEE
TRUSTEE.

(a) Subject to Section 4.2(b), the Trust Preferred Guarantee
Trustee may be appointed or removed without cause at any time by the Guarantor.

(b) The Trust Preferred Guarantee Trustee shall not be removed
in accordance with Section 4.2(a) until a Successor Trust Preferred Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Trust Preferred Guarantee Trustee and
delivered to the Guarantor.

(c) The Trust Preferred Guarantee Trustee appointed to office
shall hold office until a Successor Trust Preferred Guarantee Trustee shall have
been appointed or until its removal or resignation. The Trust Preferred
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Trust Preferred
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Trust Preferred Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed by
such Successor Trust Preferred Guarantee Trustee and delivered to the Guarantor
and the resigning Trust Preferred Guarantee Trustee.

(d) If no Successor Trust Preferred Guarantee Trustee shall
have been appointed and accepted appointment as provided in this Section 4.2
within 60 days after delivery to the Guarantor of an instrument of resignation,
the resigning Trust Preferred Guarantee Trustee may petition any court of
competent jurisdiction for appointment of a Successor Trust Preferred Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Trust Preferred Guarantee Trustee.

(e) No Trust Preferred Guarantee Trustee shall be liable for
the acts or omissions to act of any Successor Trust Preferred Guarantee Trustee.

(f) Upon termination of this Trust Preferred Securities
Guarantee or removal or resignation of the Trust Preferred Guarantee Trustee
pursuant to this Section 4.2, the

<PAGE>

Guarantor shall pay to the Trust Preferred Guarantee Trustee all amounts
accrued to the date of such termination, removal or resignation.

SECTION 4.3 COMPENSATION AND REIMBURSEMENT OF EXPENSES OF TRUST PREFERRED
GUARANTEE TRUSTEE.

The Guarantor covenants and agrees to pay to the Trust Preferred
Guarantee Trustee from time to time, and the Trust Preferred Guarantee Trustee
shall be entitled to, such compensation as shall be agreed to in writing between
the Guarantor and the Trust Preferred Guarantee Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Guarantor will pay or reimburse the Trust Preferred
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trust Preferred Guarantee Trustee in
accordance with any of the provisions of this Trust Preferred Securities
Guarantee (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith.

ARTICLE V
GUARANTEE

SECTION 5.1 GUARANTEE.

The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of setoff or counterclaim that the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2 WAIVER OF NOTICE AND DEMAND.

The Guarantor hereby waives notice of acceptance of this Trust
Preferred Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3 OBLIGATIONS NOT AFFECTED.

The obligations, covenants, agreements and duties of the Guarantor
under this Trust Preferred Securities Guarantee shall be absolute and
unconditional and shall remain in full force and effect until the entire
liquidation amount of all outstanding Trust Preferred Securities shall have been
paid and shall in no way be affected or impaired by reason of the happening from
time to time of any of the following:

<PAGE>

(a) the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Trust Preferred Securities to be
performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions, Redemption Price, Liquidation Distribution
or any other sums payable under the terms of the Trust Preferred Securities or
the extension of time for the performance of any other obligation under, arising
out of, or in connection with, the Trust Preferred Securities (other than an
extension of time for payment of Distributions, Redemption Price, Liquidation
Distribution or other sum payable that results from the extension of any
interest payment period on the Debentures;

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Trust Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Issuer or any of the
assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the Trust
Preferred Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing. No setoff, counterclaim, reduction, or diminution of any obligation
or any defense of any kind or nature that the Guarantor has or may have against
any Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under the Trust Preferred Securities Guarantee.

SECTION 5.4 RIGHTS OF HOLDERS.

(a) The Holders of a Majority in liquidation amount of the
Trust Preferred Securities have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trust Preferred
Guarantee Trustee in respect of this Trust Preferred

<PAGE>

Securities Guarantee or exercising any trust or power conferred upon the
Trust Preferred Guarantee Trustee under this Trust Preferred Securities
Guarantee.

(b) If the Trust Preferred Guarantee Trustee fails to enforce
this Trust Preferred Securities Guarantee, then any Holder of Trust Preferred
Securities may institute a legal proceeding directly against the Guarantor to
enforce the Trust Preferred Guarantee Trustee's rights under this Trust
Preferred Securities Guarantee without first instituting a legal proceeding
against the Issuer, the Trust Preferred Guarantee Trustee or any other person or
entity. The Guarantor hereby waives any right or remedy to require that any
action on this Trust Preferred Securities Guarantee be brought first against the
Issuer or any other person or entity before proceeding directly against the
Guarantor.

SECTION 5.5 GUARANTEE OF PAYMENT.

This Trust Preferred Securities Guarantee creates a guaranty of
payment and not of collection.

SECTION 5.6 SUBROGATION.

The Guarantor shall be subrogated to all (if any) rights of the
Holders of Trust Preferred Securities against the Issuer in respect of any
amounts paid to such Holders by the Guarantor under this Trust Preferred
Securities Guarantee; PROVIDED, HOWEVER, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any right that it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Trust Preferred Securities Guarantee, if, at the time of any such payment, any
amounts are due and unpaid under this Trust Preferred Securities Guarantee. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

SECTION 5.7 INDEPENDENT OBLIGATIONS.

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Trust Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Trust
Preferred Securities Guarantee notwithstanding the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

<PAGE>

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 LIMITATION OF TRANSACTIONS.

So long as any Trust Preferred Securities remain outstanding, if
there shall have occurred an Event of Default or an event of default under the
Declaration ("Declaration Event of Default"), then (a) the Guarantor shall not
declare or pay any dividend on, make any distribution with respect to, or
redeem, purchase or acquire, or make a liquidation payment with respect to, any
of its capital stock (other than (i) repurchases or acquisitions of the
Guarantor's common shares as contemplated by any employment arrangement, benefit
plan or other similar contract with or for the benefit of employees, officers or
directors entered into in the ordinary course of business, (ii) repurchases of
the Guarantor's common shares as contemplated by the Guarantor Stock Investment
Plan or Guarantor Deferred Compensation Plan, as in effect immediately prior to
the occurrence of such Event of Default or such Declaration Event of Default,
(iii) as a result of an exchange or conversion of any class or series of the
Guarantor's capital stock for the Guarantor's common shares, provided that such
class or series of the Guarantor's capital stock was outstanding prior to the
occurrence of such Event of Default or such Declaration Event of Default, (iv)
the purchase of fractional interests in shares of the Guarantor's capital stock
pursuant to the conversion or exchange provisions of such Guarantor capital
stock or the security being converted or exchanged, provided that such Guarantor
capital stock or security was outstanding prior to the occurrence of such Event
of Default or such Declaration Event of Default, or (v) the payment of any stock
dividend where the dividend is paid in the form of the same stock as that on
which the dividend is paid), (b) the Guarantor shall not directly or indirectly,
and shall not allow any of its Subsidiaries to, make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Guarantor that rank pari passu with or junior to the
Debentures, and (c) the Guarantor shall not make guaranty payments with respect
to the foregoing (other than pursuant to this Trust Preferred Securities
Guarantee Agreement).

SECTION 6.2 RANKING.

This Trust Preferred Securities Guarantee will constitute an
unsecured obligation of the Guarantor and will rank (i) subordinate and junior
in right of payment to all other liabilities of the Guarantor, including the
Debentures, except those liabilities of the Guarantor made pari passu or
subordinate by their terms, (ii) pari passu with the most senior preferred or
preference stock, if any, hereafter issued by the Guarantor and with any
guaranty now or hereafter entered into by the Guarantor in respect of any
preferred or preference securities of any Affiliate of the Guarantor, and (iii)
senior to the Guarantor's common stock. If an Event of Default has occurred and
is continuing under the Declaration, the rights of the holders of the Trust
Common Securities to receive any payments under the Trust Common Securities
Guarantee shall be subordinate to the rights of the Holders of Trust Preferred
Securities to receive Guarantee Payments hereunder.

<PAGE>

ARTICLE VII
TERMINATION

SECTION 7.1 TERMINATION.

This Trust Preferred Securities Guarantee shall terminate upon (i)
full payment of the Redemption Price of all Trust Preferred Securities, (ii) the
distribution of the Debentures to the Holders of all of the Trust Preferred
Securities or (iii) full payment of the amounts payable in accordance with the
Declaration upon dissolution of the Issuer. Notwithstanding the foregoing, this
Trust Preferred Securities Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder of Trust Preferred
Securities must restore payment of any sums paid under the Trust Preferred
Securities or under this Trust Preferred Securities Guarantee.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 EXCULPATION.

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith in accordance with this Trust
Preferred Securities Guarantee and in a manner that such Indemnified Person
reasonably believed to be within the scope of the authority conferred on such
Indemnified Person by this Trust Preferred Securities Guarantee or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Guarantor and upon such information,
opinions, reports or statements presented to the Guarantor by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Guarantor, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which Distributions to Holders of Trust Preferred
Securities might properly be paid.

SECTION 8.2 INDEMNIFICATION.

The Guarantor agrees to indemnify each Indemnified Person for, and
to hold each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees

<PAGE>

and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The obligation to indemnify as set forth in this
Section 8.2 shall survive the termination of this Trust Preferred Securities
Guarantee.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 SUCCESSORS AND ASSIGNS.

All guaranties and agreements contained in this Trust Preferred
Securities Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Trust Preferred Securities then outstanding.

SECTION 9.2 AMENDMENTS.

Except with respect to any changes that do not adversely affect
the rights of Holders (in which case no consent of Holders will be required),
this Trust Preferred Securities Guarantee may only be amended with the prior
approval of the Holders of at least a Majority in liquidation amount (including
the stated amount that would be paid on redemption, liquidation or otherwise,
plus accrued and unpaid Distributions to the date upon which the voting
percentages are determined) of all the outstanding Trust Preferred Securities.
The provisions of Section 12.2 of the Declaration with respect to meetings of
Holders of the Securities apply to the giving of such approval.

SECTION 9.3 NOTICES.

All notices provided for in this Trust Preferred Securities
Guarantee shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied or mailed by registered or certified mail, as
follows:

(a) If given to the Trust Preferred Guarantee Trustee, at the
Trust Preferred Guarantee Trustee's mailing address set forth below (or such
other address as the Trust Preferred Guarantee Trustee may give notice of to the
Holders of the Trust Preferred Securities):

State Street Bank and Trust Company
Two International Place, 4th Floor
P.O. Box 778
Boston, Massachusetts 02102-0778
Attention: Corporate Trust Department

<PAGE>

(b) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may give notice
of to the Holders of the Trust Preferred Securities):

WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, Wisconsin 54307-9001
Attention: Treasurer

(c) If given to any Holder of Trust Preferred Securities, at
the address set forth on the books and records of the Issuer.

All such notices shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 9.4 BENEFIT.

This Trust Preferred Securities Guarantee is solely for the
benefit of the Holders of the Trust Preferred Securities and, subject to Section
3.1(a), is not separately transferable from the Trust Preferred Securities.

SECTION 9.5 GOVERNING LAW.

THIS TRUST PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

<PAGE>

THIS TRUST PREFERRED SECURITIES GUARANTEE is executed as of the
day and year first above written.

WPS RESOURCES CORPORATION
as Guarantor

By:
------------------------------
Name:
Title:

STATE STREET BANK AND TRUST COMPANY
not in its individual capacity but
solely as Trust Preferred Guarantee Trustee

By:
------------------------------
Name:
Title:

<PAGE>

Exhibit 5.1

June 12, 1998

WPS Resources Corporation
700 North Adams Street
Green Bay, Wisconsin 54307-9001

Ladies and Gentlemen:

We have acted as counsel for WPS Resources Corporation (the "Company")
in connection with the Company's proposed issuance and sale of up to $50,000,000
of Junior Subordinated Deferred Interest Debentures ("Debentures") and
Guarantees of Trust Preferred Securities under the Registration Statement (Form
S-3) filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended.

We are familiar with the proceedings to date with respect to such
proposed issuance and the Registration Statement and other documents related
thereto, and have satisfied ourselves as to such matters of law and fact as we
have considered relevant for purposes of this opinion.

We are of the opinion that

1. The Company is a corporation duly organized and existing under
the laws of the State of Wisconsin, and duly authorized and qualified
to transact the business in which it is engaged in the State of
Wisconsin.

2. The Indenture and proposed form of Supplemental Indenture between
the Company and State Street Bank and Trust Company creating the
Debentures (Exhibits 4.4 and 4.5to the Registration Statement) are in
due legal form.

3. The proposed form of the Debenture (included in Exhibit 4.5 to
the Registration) is in due legal form.

4. The proposed form of the Trust Preferred Securities Guarantee
Agreement ("Guarantee Agreement") (Exhibit 4.7) is in due legal form.

5. When (a) the Registration Statement shall have become effective
and the Indenture, as amended and supplemented by the Supplemental
Indenture, and the Guarantee Agreement have been qualified under the
Trust Indenture Act of 1939

<PAGE>

as amended; (b) the issuance of the Debentures and the Guarantee
Agreement have been duly authorized; and (c) the Indenture and
Supplemental Indenture for the Subordinated Debentures and Guarantee
Agreement have been executed by the proper parties and have been
delivered.

(i) The Subordinated Debentures and the Guarantee Agreement
will be legally issued, and valid and binding obligations of the
Company, with the express terms and provisions as set forth in
the Indenture, as amended and supplemented by the Supplemental
Indenture, and the Trust Preferred Securities Guarantee
Agreement; and

(ii) no approvals, other than those referred to above, will
be required in connection with the creation and issuance of the
Subordinated Debentures and Guarantees of Trust Preferred
Securities.

We hereby consent to the use of this opinion as an exhibit to the
above-mentioned Registration Statement.

Sincerely,

/s/ Foley & Lardner
---------------------------
FOLEY & LARDNER

<PAGE>

[Letterhead of Richards, Layton & Finger, P.A.]

June 12, 1998

WPSR Capital Trust I
c/o WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, Wisconsin 54307-9001

RE: WPSR CAPITAL TRUST I

Ladies and Gentlemen:

We have acted as special Delaware counsel for WPS
Resources Corporation, a Wisconsin corporation (the "Company"), and WPSR
Capital Trust I, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. At your request, this opinion is being
furnished to you.

For purposes of giving the opinions hereinafter set
forth, our examination of documents has been limited to the examination of
originals or copies of the following:

(a) The Certificate of Trust of the Trust, dated as of
June 9, 1998 (the "Certificate"), as filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on June 9, 1998;

(b) The Declaration of Trust of the Trust, dated as of
June 9, 1998, among the Company and the trustees of the Trust named therein;

(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the
"Prospectus"), relating to the __% Trust Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as proposed to be filed by the Company and the Trust with the
Securities and Exchange Commission on or about June 12, 1998;

<PAGE>

WPSR Capital Trust I
June 12, 1998
Page 2

(d) A form of Amended and Restated Declaration of
Trust of the Trust, to be entered into among the Company, as sponsor, the
trustees of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust (including Annex I
and Exhibits A-1 and A-2 thereto) (the "Declaration"), attached as an exhibit
to the Registration Statement; and

(e) A Certificate of Good Standing for the Trust,
dated June 12, 1998, obtained from the Secretary of State.

Initially capitalized terms used herein and not
otherwise defined are used as defined in the Declaration.

For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e)
above. In particular, we have not reviewed any document (other than the
documents listed in paragraphs (a) through (e) above) that is referred to in
or incorporated by reference into the documents reviewed by us. We have
assumed that there exists no provision in any document that we have not
reviewed that is inconsistent with the opinions stated herein. We have
conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information
set forth therein and the additional matters recited or assumed herein, all
of which we have assumed to be true, complete and accurate in all material
respects.

With respect to all documents examined by us, we have
assumed (i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents submitted
to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that
the Declaration and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the
due creation or due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined by
us under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by
us, (vi) the receipt by each Person to whom a Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security Holders") of a
Trust Preferred Security Certificate for such Preferred Security and the
payment for the Preferred Security acquired by it, in accordance with the
Declaration and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in
accordance with the Declaration and the Registration Statement. We have not

<PAGE>

WPSR Capital Trust I
June 12, 1998
Page 3

participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

This opinion is limited to the laws of the State of
Delaware (excluding the securities laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating
thereto. Our opinions are rendered only with respect to Delaware laws and
rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of
such questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:

1. The Trust has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.

2. The Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial
owners of the Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware. We
note that the Preferred Security Holders may be obligated to make payments as
set forth in the Declaration.

We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement. In addition, we hereby consent to the use of our name under the
heading "Legal Matters" in the Prospectus. In giving the foregoing consents,
we do not thereby admit that we come within the category of Persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by,
any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

<PAGE>
EXHIBIT 8.1

June 12, 1998

WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, WI 54307-9001

Re: WPS Resources Corporation and WPSR Capital Trust I
Registration Statement on Form S-3

Gentlemen:

As tax counsel to WPS Resources Corporation and WPSR Capital Trust
I (the "Trust") in connection with the issuance of up to $50,000,000 of
Preferred Securities of the Trust (the "Securities"), and assuming the
operative documents for the Securities described in the Prospectus included
in the Registration Statement to which this opinion is filed as an exhibit
(the "Registration Statement") will be performed in accordance with the term
described therein, we hereby confirm to you our opinion as set forth under
the heading "United States Federal Income Taxation" in the Prospectus,
subject to limitations set forth therein.

Our opinion is based on current provisions of the Internal Revenue
Code of 1986, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service and case law, any of which may
be changed at any time with retroactive effect. Any change in applicable law
or facts and circumstances surrounding the offering of the Securities, or any
inaccuracy in the statements, facts, assumptions and representations on which
we have relied, may affect the continuing validity of the opinions set forth
herein. We assume no responsibility to inform you of any changes or
inaccuracy that may occur or come to our attention.

<PAGE>
WPS Resources Corporation
June 12, 1998
Page 2

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the references to us under the heading "United
States Federal Income Taxation" in the Registration Statement.

Very truly yours,

FOLEY & LARDNER

By: /s/ Leonard S. Sosnowski
-------------------------
Leonard S. Sosnowski

<PAGE>

EXHIBIT 12

WPS Resources Corporation
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and Preferred Dividends

<TABLE>
<CAPTION>
Quarter Ended
(000's) Year Ended December 31 March 31
1997 1996 1995 1994 1993 1998
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
Income before interest expense $ 83,356 $ 75,994 $ 83,917 $ 81,005 $ 88,155 $ 24,006

ADJUSTMENTS
Federal and State income taxes 29,270 24,358 30,808 29,526 32,539 9,485
Interest factor applicable to rentals 3,061 3,030 2,566 1,511 1,511 723
-------- -------- -------- -------- -------- --------
Total earnings as defined $115,687 $103,382 $117,291 $112,042 $122,205 $ 34,214

FIXED CHARGES
Interest on long-term debt, incl. related amort. $ 22,331 $ 21,532 $ 22,859 $ 23,407 $ 24,393 $ 5,398
Other interest 4,172 3,596 2,604 1,796 1,562 729
Interest factor applicable to rentals 3,061 3,030 2,566 1,511 1,511 723
-------- -------- -------- -------- -------- --------
Total fixed charges (pre-income tax basis) $ 29,564 $ 28,158 $ 28,029 $ 26,714 $ 27,466 $ 6,850
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Ratio of earnings to fixed charges 3.91 3.67 4.18 4.19 4.45 4.99
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Preferred Dividends (gross-up) -- see below $ 5,197 $ 5,197 $ 5,197 $ 5,197 $ 5,531 $ 1,300
-------- -------- -------- -------- -------- --------
Total fixed charges including Preferred Dividend $ 34,761 $ 33,355 $ 33,226 $ 31,911 $ 32,997 $ 8,150
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Ratio -- including Preferred Dividend 3.33 3.10 3.53 3.51 3.70 4.20
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
- -------------------------------------------------------
Preferred Dividends Calculation:

Preferred Dividends $ 3,111 $ 3,111 $ 3,111 $ 3,111 $ 3,311 $ 778

Tax Rate 40.135% 40.135% 40.135% 40.135% 40.135% 40.135%

Preferred Dividends (grossed-up) $ 5,197 $ 5,197 $ 5,197 $ 5,197 $ 5,531 $ 1,300
</TABLE>

<PAGE>
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, 1998
included in WPS Resources Corporation's Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
June 12, 1998

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, A. Dean Arganbright, hereby constitute and appoint Larry L.
Weyers, Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources
Corporation (this "Corporation") to the Registration Statement on Form S-3,
and any amendments (including post-effective amendments) or supplements
thereto, relating to a public offering of preferred securities to be issued
by a business trust ("Business Trust") to be organized by this Corporation,
subordinated debentures to be issued by this Corporation and the guaranty to
be issued by this Corporation, of the preferred securities of the Business
Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ A. Dean Arganbright

<PAGE>

EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Michael S. Ariens, hereby constitute and appoint Larry L.
Weyers, Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources
Corporation (this "Corporation") to the Registration Statement on Form S-3,
and any amendments (including post-effective amendments) or supplements
thereto, relating to a public offering of preferred securities to be issued
by a business trust ("Business Trust") to be organized by this Corporation,
subordinated debentures to be issued by this Corporation and the guaranty to
be issued by this Corporation, of the preferred securities of the Business
Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Michael S. Ariens

<PAGE>

EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Richard A. Bemis, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources Corporation (this
"Corporation") to the Registration Statement on Form S-3, and any amendments
(including post-effective amendments) or supplements thereto, relating to a
public offering of preferred securities to be issued by a business trust
("Business Trust") to be organized by this Corporation, subordinated
debentures to be issued by this Corporation and the guaranty to be issued by
this Corporation, of the preferred securities of the Business Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Richard A. Bemis

<PAGE>

EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Daniel A. Bollom, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources Corporation (this
"Corporation") to the Registration Statement on Form S-3, and any amendments
(including post-effective amendments) or supplements thereto, relating to a
public offering of preferred securities to be issued by a business trust
("Business Trust") to be organized by this Corporation, subordinated
debentures to be issued by this Corporation and the guaranty to be issued by
this Corporation, of the preferred securities of the Business Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Daniel A. Bollom

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, M. Lois Bush, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources Corporation (this
"Corporation") to the Registration Statement on Form S-3, and any amendments
(including post-effective amendments) or supplements thereto, relating to a
public offering of preferred securities to be issued by a business trust
("Business Trust") to be organized by this Corporation, subordinated
debentures to be issued by this Corporation and the guaranty to be issued by
this Corporation, of the preferred securities of the Business Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ M. Lois Bush

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Robert C. Gallagher, hereby constitute and appoint Larry L.
Weyers, Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources
Corporation (this "Corporation") to the Registration Statement on Form S-3,
and any amendments (including post-effective amendments) or supplements
thereto, relating to a public offering of preferred securities to be issued
by a business trust ("Business Trust") to be organized by this Corporation,
subordinated debentures to be issued by this Corporation and the guaranty to
be issued by this Corporation, of the preferred securities of the Business
Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Robert C. Gallagher

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Kathryn M. Hasselblad-Pascale, hereby constitute and appoint
Larry L. Weyers, Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources
Corporation (this "Corporation") to the Registration Statement on Form S-3,
and any amendments (including post-effective amendments) or supplements
thereto, relating to a public offering of preferred securities to be issued
by a business trust ("Business Trust") to be organized by this Corporation,
subordinated debentures to be issued by this Corporation and the guaranty to
be issued by this Corporation, of the preferred securities of the Business
Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Kathryn M. Hasselblad-Pascale

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, James L. Kemerling, hereby constitute and appoint Larry L.
Weyers, Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources
Corporation (this "Corporation") to the Registration Statement on Form S-3,
and any amendments (including post-effective amendments) or supplements
thereto, relating to a public offering of preferred securities to be issued
by a business trust ("Business Trust") to be organized by this Corporation,
subordinated debentures to be issued by this Corporation and the guaranty to
be issued by this Corporation, of the preferred securities of the Business
Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ James L. Kemerling

<PAGE>
EXHIBIT (24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That I, Larry L. Weyers, hereby constitute and appoint Larry L. Weyers,
Ralph G. Baeten and Francis J. Kicsar, 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 WPS Resources Corporation (this
"Corporation") to the Registration Statement on Form S-3, and any amendments
(including post-effective amendments) or supplements thereto, relating to a
public offering of preferred securities to be issued by a business trust
("Business Trust") to be organized by this Corporation, subordinated
debentures to be issued by this Corporation and the guaranty to be issued by
this Corporation, of the preferred securities of the Business Trust 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 such preferred
securities, subordinated debentures and guaranty 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.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
May, 1998.

/s/ Larry L. Weyers

<PAGE>
EXHIBIT 25.1

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)
--

STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS 04-1867445
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)

225 Franklin Street, Boston, Massachusetts 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

WPS RESOURCES CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

Wisconsin 39-1775292
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

700 North Adams Street, Green Bay, Wisconsin 54307-9001
(920) 433-1466
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

% SUBORDINATED DEBENTURES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth
of Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System,
Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its parent, State
Street Boston Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15. 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 THE TRUSTEE AS NOW IN
EFFECT.

A copy of the Articles of Association of the trustee, as
now in effect, is on file with the Securities and Exchange Commission as
Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration Statement of
Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference
thereto.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

A copy of a Statement from the Commissioner of Banks of
Massachusetts that no certificate of authority for the trustee to commence
business was necessary or issued is on file with the Securities and Exchange
Commission as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility
and Qualification of Trustee (Form T-1) filed with the Registration Statement
of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by
reference thereto.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE
DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

A copy of the authorization of the trustee to exercise
corporate trust powers is on file with the Securities and Exchange Commission
as Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration Statement of
Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference
thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect, is
on file with the Securities and Exchange Commission as Exhibit 4 to the
Statement of Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Eastern Edison Company (File No. 33-37823) and
is incorporated herein by reference thereto.

1
<PAGE>

5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.

Not applicable.

6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for
the accuracy or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which
would have been required to be stated if known at the date hereof.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts,
has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 2nd day of June, 1998.

STATE STREET BANK AND TRUST COMPANY

By: /S/ PAUL D. ALLEN
------------------
PAUL D. ALLEN
VICE PRESIDENT

<PAGE>

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by WPS RESOURCES
CORPORATION of its % SUBORDINATED DEBENTURES, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

By: /S/ PAUL D. ALLEN
--------------------------------
PAUL D. ALLEN
VICE PRESIDENT

DATED: JUNE 2, 1998

<PAGE>

EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this
commonwealth and a member of the Federal Reserve System, at the close of
business DECEMBER 31, 1997, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions of the
Federal Reserve Act and in accordance with a call made by the Commissioner of
Banks under General Laws, Chapter 172, Section 22(a).

<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ..... 2,220,829
Interest-bearing balances............................... 10,076,045
Securities .................................................. 10,373,821
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary .................... 5,124,310
Loans and lease financing receivables:
Loans and leases, net of unearned income ..6,270,348
Allowance for loan and lease losses ....... 82,820
Allocated transfer risk reserve............ 0
Loans and leases, net of unearned income and allowances. 6,187,528
Assets held in trading accounts ............................. 1,241,555
Premises and fixed assets ................................... 410,029
Other real estate owned ..................................... 100
Investments in unconsolidated subsidiaries .................. 38,831
Customers' liability to this bank on acceptances outstanding. 44,962
Intangible assets ........................................... 224,049
Other assets................................................. 1,507,650
----------
Total assets ................................................ 37,449,709
----------
----------

LIABILITIES

Deposits:
In domestic offices .................................... 10,115,205
Noninterest-bearing .................. 7,739,136
Interest-bearing ..................... 2,376,069
In foreign offices and Edge subsidiary ................. 14,791,134
Noninterest-bearing .................. 71,889
Interest-bearing .....................14,719,245
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary .................... 7,603,920
Demand notes issued to the U.S. Treasury and
Trading Liabilities .................................... 194,059
Trading liabilities.......................................... 1,036,905

Other borrowed money ........................................ 459,252
Subordinated notes and debentures ........................... 0
Bank's liability on acceptances executed and outstanding .... 44,962
Other liabilities ........................................... 972,782

Total liabilities ........................................... 35,218,219
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 0
Common stock ................................................ 29,931
Surplus ..................................................... 444,620
Undivided profits and capital reserves/Net unrealized
holding gains (losses) ................................ 1,763,076
Cumulative foreign currency translation adjustments ......... (6,137)
Total equity capital ........................................ 2,231,490
----------
Total liabilities and equity capital ........................ 37,449,709
----------
----------
</TABLE>

<PAGE>

I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

Rex S. Schuette

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true
and correct.

David A. Spina
Marshall N. Carter
Truman S. Casner

<PAGE>
EXHIBIT 25.2

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) __

STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

Massachusetts 04-1867445
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL IDENTIFICATION NO.)
BANK)

225 Franklin Street, Boston, Massachusetts 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617) 654-3253
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

WPSR CAPITAL TRUST I
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE XX-XXXXXXX
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

700 North Adams Street, Green Bay, Wisconsin 54307-9001
(920) 433-1466
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

PREFERRED SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

Department of Banking and Insurance of The Commonwealth of
Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

Board of Governors of the Federal Reserve System, Washington,
D.C., Federal Deposit Insurance Corporation, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its parent, State
Street Boston Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15. 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 THE TRUSTEE AS NOW IN
EFFECT.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE
DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

A copy of the authorization of the trustee to exercise corporate
trust powers is on file with the Securities and Exchange Commission as
Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration Statement of
Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference
thereto.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect, is on file
with the Securities and Exchange Commission as Exhibit 4 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Eastern Edison Company (File No. 33-37823) and is
incorporated herein by reference thereto.

1
<PAGE>

5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.

Not applicable.

6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

SIGNATURE

STATE STREET BANK AND TRUST COMPANY

By: /S/ PAUL D. ALLEN
--------------------------------------------
PAUL D. ALLEN
VICE PRESIDENT

2
<PAGE>

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by WPSR
CAPITAL TRUST I of its PREFERRED SECURITIES, we hereby consent that reports
of examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

By: /S/ PAUL D. ALLEN
-----------------------------------------
PAUL D. ALLEN
VICE PRESIDENT

DATED: JUNE 2, 1998

3
<PAGE>

EXHIBIT 7

<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................... 2,220,829
Interest-bearing balances ........................................... 10,076,045
Securities ............................................................... 10,373,821
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary.................................. 5,124,310
Loans and lease financing receivables:
Loans and leases, net of unearned income ........... 6,270,348
Allowance for loan and lease losses ................ 82,820
Allocated transfer risk reserve..................... 0
Loans and leases, net of unearned income and allowances.............. 6,187,528
Assets held in trading accounts........................................... 1,241,555

Premises and fixed assets ................................................ 410,029
Other real estate owned .................................................. 100
Investments in unconsolidated subsidiaries ............................... 38,831
Customers' liability to this bank on acceptances outstanding.............. 44,962
Intangible assets ........................................................ 224,049
Other assets.............................................................. 1,507,650
----------
Total assets ............................................................. 37,449,709
----------
----------
LIABILITIES

Deposits:
In domestic offices ................................................. 10,115,205
Noninterest-bearing ............................ 7,739,136
Interest-bearing ............................... 2,376,069
In foreign offices and Edge subsidiary .............................. 14,791,134
Noninterest-bearing ............................ 71,889
Interest-bearing ............................... 14,719,245
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary.................................. 7,603,920
Demand notes issued to the U.S. Treasury and Trading Liabilities.......... 194,059
Trading liabilities....................................................... 1,036,905
Other borrowed money ..................................................... 459,252
Subordinated notes and debentures ........................................ 0
Bank's liability on acceptances executed and outstanding ................. 44,962
Other liabilities ........................................................ 972,782

Total liabilities ........................................................ 35,218,219
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus............................. 0
Common stock ............................................................. 29,931
Surplus .................................................................. 444,620
Undivided profits and capital reserves/Net unrealized holding
gains (losses)............................................................ 1,763,076
Cumulative foreign currency translation adjustments....................... (6,137)
Total equity capital...................................................... 2,231,490
----------
Total liabilities and equity capital ..................................... 37,449,709
----------
</TABLE>
4

<PAGE>

Rex S. Schuette

David A. Spina
Marshall N. Carter
Truman S. Casner

<PAGE>
Exhibit 25.3

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) __

STATE STREET BANK AND TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS 04-1867445
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)

225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

MAUREEN SCANNELL BATEMAN, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
225 FRANKLIN STREET, BOSTON, MASSACHUSETTS 02110
(617) 654-3253
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

_____________________

WPS RESOURCES CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

WISCONSIN 39-1775292
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

700 NORTH ADAMS STREET, GREEN BAY, WISCONSIN 54307-9001
(920) 433-1466
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

____________________

GUARANTEE
(TITLE OF INDENTURE SECURITIES)

<PAGE>

GENERAL

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT.

DEPARTMENT OF BANKING AND INSURANCE OF THE COMMONWEALTH OF
MASSACHUSETTS, 100 CAMBRIDGE STREET, BOSTON, MASSACHUSETTS.

BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM,
WASHINGTON, D.C., FEDERAL DEPOSIT INSURANCE CORPORATION,
WASHINGTON, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee or of its parent, State
Street Boston Corporation.

(See note on page 2.)

ITEM 3. THROUGH ITEM 15. 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 THE TRUSTEE AS NOW IN
EFFECT.

2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE
DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

A copy of the by-laws of the trustee, as now in effect,
is on file with the Securities and Exchange Commission as Exhibit 4 to the
Statement of Eligibility and Qualification of Trustee (Form T-1) filed with
the Registration Statement of Eastern Edison Company (File No. 33-37823) and
is incorporated herein by reference thereto.

<PAGE>

5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.

Not applicable.

6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(b) OF THE ACT.

The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part hereof.

7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
AUTHORITY.

A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.

NOTES

In answering any item of this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information
furnished to it by the obligor and the underwriters, and the trustee
disclaims responsibility for the accuracy or completeness of such information.

The answer furnished to Item 2. of this statement will be amended,
if necessary, to reflect any facts which differ from those stated and which
would have been required to be stated if known at the date hereof.

SIGNATURE

STATE STREET BANK AND TRUST COMPANY

By: /S/ PAUL D. ALLEN
--------------------------------
PAUL D. ALLEN
VICE PRESIDENT

2
<PAGE>

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by WPS
Resources Corporation of its Guarantee, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

STATE STREET BANK AND TRUST COMPANY

By: /S/ Paul D. Allen
------------------------------------
Paul D. Allen
Vice President

Dated: June 2, 1998

<PAGE>

EXHIBIT 7

<TABLE>

Thousands of
ASSETS Dollars

<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ................. 2,220,829
Interest-bearing balances .......................................... 10,076,045
Securities .................................................................. 10,373,821
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge subsidiary ................................ 5,124,310
Loans and lease financing receivables:
Loans and leases, net of unearned income ............... 6,270,348
Allowance for loan and lease losses .................... 82,820
Allocated transfer risk reserve......................... 0
Loans and leases, net of unearned income and allowances ............ 6,187,528
Assets held in trading accounts ............................................. 1,241,555
Premises and fixed assets ................................................... 410,029
Other real estate owned ..................................................... 100
Investments in unconsolidated subsidiaries .................................. 38,831
Customers' liability to this bank on acceptances outstanding................. 44,962
Intangible assets ........................................................... 224,049
Other assets................................................................. 1,507,650
----------

Total assets ................................................................ 37,449,709
----------
----------
LIABILITIES

Deposits:
In domestic offices .................................................... 10,115,205
Noninterest-bearing .............................. 7,739,136
Interest-bearing ................................. 2,376,069
In foreign offices and Edge subsidiary ................................. 14,791,134
Noninterest-bearing .............................. 71,889
Interest-bearing .................................14,719,245
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge subsidiary .................................... 7,603,920
Demand notes issued to the U.S. Treasury and Trading Liabilities............. 194,059
Trading liabilities.......................................................... 1,036,905

Other borrowed money ........................................................ 459,252
Subordinated notes and debentures ........................................... 0
Bank's liability on acceptances executed and outstanding .................... 44,962
Other liabilities ........................................................... 972,782

Total liabilities ........................................................... 35,218,219
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................ 0
Common stock ................................................................ 29,931
Surplus ..................................................................... 444,620
Undivided profits and capital reserves/Net unrealized holding
gains (losses)............................................................... 1,763,076
Cumulative foreign currency translation adjustments.......................... (6,137)
Total equity capital ........................................................ 2,231,490
----------

Total liabilities and equity capital ........................................ 37,449,709
----------
</TABLE>
4
<PAGE>

Rex S. Schuette

David A. Spina
Marshall N. Carter
Truman S. Casner