S-3

As filed with the Securities and Exchange Commission on November 6, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

WISCONSIN ELECTRIC POWER COMPANY

(Exact name of registrant as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization) 39-0476280 (IRS Employer Identification No.)

231 West Michigan Street

P. O. Box 2046

Milwaukee, Wisconsin 53201

(414) 221-2345

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Jeffrey West, Treasurer

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, Wisconsin 53201

(414) 221-2345

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copies to:

BRUCE C. DAVIDSON Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 277-5000 GARY W. WOLF Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3600

Approximate date of commencement of proposed sale to the public:  At such time, or from time to time, after the effective date of this registration statement as the registrant shall determine, in light of market conditions and other factors.

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, check the following box.  x

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

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

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
First Mortgage Bonds	(1)(2)	(1)	$800,000,000(2)	$73,600(3)
Debt Securities

(1) Not applicable pursuant to the Note following the Calculation of Registration Fee Table and General Instruction II.D. to Form S-3, which provide that only the maximum aggregate offering price for all classes of securities to be registered need be specified.

(2) Such amount in U.S. dollars or the equivalent thereof in foreign currencies or foreign currency units as shall result in an aggregate initial offering price for all securities not to exceed $800,000,000, exclusive of any accrued interest.

(3) Calculated pursuant to Rule 457(o) at the statutory rate of $92 per million in effect at the time of filing. Pursuant to Rule 457(p) under the Securities Act of 1933, $43,297 of this amount is being paid with the filing of this Registration Statement; the balance is paid by offset of $30,303 of the filing fee paid with the registration statement on Form S-3 (No. 333-40319) filed by Wisconsin Electric Power Company on November 17, 1997, associated with the $100,000,000 of unsold securities registered on that registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2002

PROSPECTUS

$800,000,000

WISCONSIN ELECTRIC POWER COMPANY

First Mortgage Bonds

Debt Securities

Wisconsin Electric may issue and sell to the public from time to time up to $800,000,000 aggregate principal amount of its first mortgage bonds, which we refer to in this prospectus as the “new bonds,” or its unsecured debt securities, which we refer to in this prospectus as the “debt securities,” in one or more series in amounts, at prices and upon terms to be determined at the time or times of sale. We also refer to the new bonds and debt securities collectively as the “securities.” Except as may be described in a prospectus supplement, any new bonds or debt securities will not be listed on any national securities exchange. The title, aggregate principal amount, maturity, interest rate, payment dates, redemption provisions, sinking fund, if any, and other terms of each series of the new bonds or the debt securities will be set forth in a supplement to this prospectus.

We may sell new bonds or debt securities to or through underwriters or dealers and also may sell new bonds or debt securities directly to other purchasers or through agents. The prospectus supplement relating to a series of new bonds or debt securities will set forth the terms of the offering, including, to the extent applicable, the initial offering price, the proceeds to us, the underwriting discounts or commissions, and any other discounts or concessions to be allowed or re-allowed to dealers, and will identify the principal underwriters (if any) with respect to the series.

We urge you to read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

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

The date of this prospectus is                         , 2002.

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

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	3
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS	3
WISCONSIN ELECTRIC	3
USE OF PROCEEDS	4
RATIO OF EARNINGS TO FIXED CHARGES	5
DESCRIPTION OF NEW BONDS	5
DESCRIPTION OF DEBT SECURITIES	10
BOOK-ENTRY ISSUANCE	18
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	21
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	22

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ABOUT THIS PROSPECTUS

In this prospectus, “we”, “us” and “Wisconsin Electric” refer to Wisconsin Electric Power Company, an operating public utility organized under the laws of Wisconsin and a subsidiary of Wisconsin Energy Corporation, a diversified holding company which we refer to in this prospectus as “Wisconsin Energy.” This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may issue and sell to the public any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $800,000,000.

This prospectus provides you with only a general description of the securities we may issue and sell. Each time we issue and sell securities, we will provide a prospectus supplement that will contain specific information about the particular securities and terms of that offering.

In the prospectus supplement, we will describe the interest rate, payment dates, maturity and other terms of any new bonds or debt securities that we issue and sell. Should the prospectus supplement and the prospectus differ with respect to such terms, the description in the prospectus supplement shall control.

The prospectus supplement will also describe the proceeds and uses of proceeds from the securities, together with the names and compensation of any underwriters through whom the securities are being issued and sold, and other important considerations for investors. It may also add to, update or change information contained in this prospectus.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS

We have included or may include statements in this prospectus and any prospectus supplement (including documents incorporated by reference) that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You will be able to recognize a forward-looking statement because it contains the words “anticipate,” “believe,” “estimate,” “expect,” “project,” “objective” or a similar expression to identify it as a forward-looking statement.

We caution you that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from the future results, performance or achievements we have anticipated in such forward-looking statements.

In addition to the assumptions and other factors referred to specifically in connection with those statements, factors that could cause our actual results to differ materially from those contemplated in the forward-looking statements include factors we have described under the captions “Factors Affecting Results, Liquidity and Capital Resources” and “Cautionary Factors” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K or under similar captions in the other documents we have incorporated by reference.

WISCONSIN ELECTRIC

Wisconsin Electric Power Company is an electric, gas and steam utility which was incorporated in the State of Wisconsin in 1896.

Electric Operations: Our electric operations generate, distribute and sell electric energy to over 1,000,000 customers in Wisconsin and in the Upper Peninsula of Michigan.

Gas Operations: Our gas operations purchase, distribute and sell natural gas to over 400,000 customers in Wisconsin.

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Steam Operations: Our steam operations generate, distribute and sell steam to approximately 450 customers in the metropolitan Milwaukee, Wisconsin area.

On January 1, 2001, Wisconsin Electric, together with its affiliated electric utility Edison Sault Electric Company and other unaffiliated Wisconsin utilities, transferred its electric transmission assets, with a net book value of approximately $224 million, to the American Transmission Company LLC for a proportionate ownership interest in that new company.

In April 2000, Wisconsin Energy acquired WICOR, Inc. and its subsidiaries, including Wisconsin Gas Company, the largest natural gas distribution public utility in Wisconsin, which we refer to in this prospectus as “Wisconsin Gas.” Subsequent to the acquisition, Wisconsin Electric and Wisconsin Gas, although they remain separate legal entities, have combined certain common functions. In April 2002, the two companies began doing business under the trade name of “We Energies.”

Power the Future Strategy: In late February 2001, Wisconsin Energy announced enhancements to a 10-year $7 billion strategy, originally proposed in September 2000, to improve the supply and reliability of electricity in Wisconsin. As part of its Power the Future growth strategy, Wisconsin Energy indicated that it plans to:

• invest in new natural gas-based and coal-based electric generating facilities and major upgrades on Wisconsin Electric’s existing generation facilities that would be owned within Wisconsin Energy’s non-utility energy segment and leased back to Wisconsin Electric;

• invest through Wisconsin Electric in upgrades costing less than $10 million in existing electric generating facilities at Wisconsin Electric; and

• invest through Wisconsin Electric in upgrades of the existing energy distribution system.

Implementation of the Power the Future strategy is subject to a number of state and regulatory approvals. You should refer to the accompanying prospectus supplement and any documents incorporated by reference in this prospectus or the prospectus supplement for updated information concerning the Power the Future strategy.

Our principal executive offices are located at 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201. Our telephone number is (414) 221-2345.

USE OF PROCEEDS

Except as otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of new bonds and debt securities principally to repay or redeem long-term debt that will mature in 2002, 2003 and 2004, or that will become eligible for optional redemption by August 2003, and/or for other proper corporate utility purposes. Pending disposition, we may temporarily invest any funds not required immediately for those purposes in U.S. government securities and other high quality U.S. securities. We expect to borrow money or sell securities from time to time, but we cannot predict the precise amounts or timing of doing so. For current information, look at our current filings with the SEC. See “Where You Can Find More Information.”

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RATIO OF EARNINGS TO FIXED CHARGES

Our historical ratios of earnings to fixed charges are described below for the periods indicated.

			Year Ended December 31,
	Nine Months Ended September 30, 2002	Twelve Months Ended September 30, 2002	2001	2000	1999	1998	1997
Ratio of Earnings to Fixed Charges	4.3x	4.4x	3.9x	2.9x	3.4x	3.1x	1.9x

For these ratios, “earnings” is determined by adding net income (including total allowances for funds used during construction) plus current and deferred income taxes plus fixed charges and subtracting undistributed equity in earnings of unconsolidated affiliate. “Fixed charges” consists of interest charges, amortization of debt expenses, and amounts representing the interest factors of nuclear fuel rental expense and of a long-term power purchase contract accounted for as a capital lease.

DESCRIPTION OF NEW BONDS

We will issue any new bonds in one or more series under the Mortgage and Deed of Trust dated October 28, 1938 between us and U.S. Bank National Association (as successor to First Wisconsin Trust Company), as trustee, as amended and supplemented and as to be supplemented by one or more supplemental indentures creating series of new bonds, which we refer to collectively in this prospectus as the “mortgage.” For purposes of this prospectus, the term “bonds” refers to bonds issued under the mortgage. At September 30, 2002, the aggregate principal amount of bonds outstanding under the mortgage was $609 million.

We have summarized selected provisions of the mortgage and the new bonds below. This summary may not contain all of the information important to you. Copies of the documents constituting the mortgage are filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. You should read those documents for other provisions that may be important to you. In the summary below, we have included references to section numbers of the mortgage so that you can easily find those provisions. Some terms used below, whether or not capitalized, are defined in the mortgage. The particular terms of any new bonds we offer will be described in the related prospectus supplement, along with any applicable modifications of or additions to the general terms of the new bonds described below and in the mortgage. For a description of the terms of any series of new bonds, you should review both the prospectus supplement relating to that series and the description of the new bonds set forth in this prospectus before making an investment decision.

General

The new bonds of any series will be issued in aggregate principal amount, will mature and bear interest, and will be redeemable (if issued with redemption provisions) at our option, at the prices and on the other terms as to be set forth in the prospectus supplement relating to the series. The prospectus supplement will also indicate whether the new bonds of that series will be originally issued solely in book-entry form as described under “Book-Entry Issuance” below.

The new bonds will be available only in fully registered form, without coupons, in the denomination of $1,000 or any multiple thereof. We will not impose charges for exchanges of new bonds.

We will pay principal and interest on the new bonds in U.S. dollars, at our offices in the City of Milwaukee. However, we may pay interest on any new bond by check, mailed to the person entitled thereto at the address as shown in the transfer register, or as otherwise may be provided for in the related supplemental indenture. The interest paid on a new bond on any interest payment date will, with certain exceptions, be payable to the person in whose name the new bond is registered at the close of business on the last business day which is more than ten days prior to the payment date.

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Security

In the opinion of Sally R. Bentley, Assistant Vice President—Legal Services of Wisconsin Electric, the new bonds will be secured, together with all other bonds now or hereafter issued under the mortgage, by a valid and direct first lien (subject to certain leases, permitted liens and other minor matters) on substantially all of our properties and franchises, other than cash, accounts receivable and other liquid assets, securities not specifically pledged, and electric energy, materials, supplies or other products produced or purchased by us for use, sale or lease. At September 30, 2002, the gross amount (before depreciation) at which the properties subject to the lien of the mortgage were carried in our utility plant accounts was approximately $6.2 billion. The mortgage contains provisions subjecting after-acquired property (other than property of types excepted as indicated above) to its lien. (Granting Clauses and Excepted Property)

Additional Bonds

We may issue additional bonds ranking equally with the new bonds for an aggregate principal amount up to the sum of:

• 60% of the amount of Net Bondable Value of Property Additions Not Subject to an Unfunded Prior Lien which we elect to use for that purpose;

• the amount of cash which we deposit with the trustee for that purpose; and

• the previously unutilized amount of bonds retired or to be retired (except out of trust moneys).

(Art. III, Sections 4, 5 and 6) We may withdraw cash so deposited upon the bases and up to the amounts indicated in the first and last bullet points. (Art. VIII, Section 3)

We may not issue additional bonds unless Net Earnings of the Company Available for Interest for a specified recent twelve-month period have been at least equal to the greater of twice the annual interest charges on, or 10% of the principal amount of, all bonds and Prior Lien Bonds then outstanding and then being issued, unless the additional bonds are being issued to refund bonds or to refund a Prior Lien which simultaneously becomes a Funded Prior Lien on Property Additions used for the issuance, and an application to issue additional bonds for either of these refunding purposes is made within two years prior to the maturity of the bonds or Prior Lien Bonds being refunded. (Art. III, Sections 3, 4(h) and 6(b); Fifth Supp. Ind., Art. VI)

The new bonds are to be issued against 60% of the Net Bondable Value of Property Additions Not Subject to an Unfunded Prior Lien or the principal amount of unutilized retired bonds. Before reflecting the assumed issuance of any of the new bonds, as of September 30, 2002, the amount of such Property Additions available for issuance of bonds under the mortgage was approximately $2.3 billion, sufficient under this 60% provision for the issuance of approximately $1.4 billion principal amount of additional bonds. In addition, approximately $1.4 billion of additional bonds could be issued under the mortgage on the basis of bonds retired on or before that date.

Prior Lien Bonds secured by an Unfunded Prior Lien may be issued under the circumstances and subject to the limitations provided in the mortgage. (Art. IV, Section 16)

Dividend Restriction

So long as any new bonds are outstanding, we may not declare any dividend on our common stock (other than in common stock) or make any other distribution on, or acquire for value any shares of our common stock (except in exchange for common stock), if after giving effect to the transaction the aggregate of all such dividends, distributions or acquisitions during the period commencing September 30, 2002 and ending on the last

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day of the third month preceding the month in which any such dividend, distribution or acquisition is paid or made exceed the sum of approximately $1.2 billion plus our net income during that period applicable to our common stock. (Art. IV or other designated article of each Supplemental Indenture creating series of new bonds)

Default

Events of default under the mortgage are:

• default in the payment of the principal of any bond;

• default in the payment of any installment of interest on any bond or in the payment or satisfaction of any sinking, improvement, maintenance or analogous fund and the continuation thereof for a period of 30 days;

• default in the performance or observance of any of the covenants, agreements or conditions in the mortgage or bonds and the continuation of that default for 60 days after written notice from the trustee or the holders of 15% in amount of the outstanding bonds;

• default in the payment of principal of or interest on any Prior Lien Bonds and the continuation of that default beyond the period of grace in such bonds;

• certain events in bankruptcy, assignments for the benefit of creditors and establishments of receiverships or similar arrangements;

• failure to discharge or provide for the discharge of a final judgment in excess of $100,000 within 30 days after it is rendered or after it is affirmed on appeal; and

• termination of our corporate franchise unless we transfer our assets to a successor corporation before or within 120 days after the termination. (Art. IX, Section 1)

We are required to furnish the trustee, not less than annually, a brief certificate concerning our compliance with all conditions and covenants under the mortgage.

In case of an event of default, either the trustee or the holders of 25% in amount of the outstanding bonds may declare the principal of all bonds due and payable, but the holders of a majority may, under certain circumstances, rescind the acceleration if the event of default has been cured. No holder of bonds may enforce the lien of the mortgage unless that holder has given the trustee written notice of default and unless the holders of 25% in amount of the outstanding bonds have requested the trustee in writing to act, the holder or holders seeking to enforce the mortgage have offered the trustee security and indemnity satisfactory to it and the trustee has not acted within a reasonable time. (Art. IX, Sections 1 and 12)

Modification of Mortgage

With the consent of holders of 66 ²/3% in amount of the bonds entitled to vote then outstanding, and holders of 66 ²/3% in amount of the bonds of each series entitled to vote then outstanding and affected if less than all series are affected, the mortgage may be changed, except to affect the terms of payment of the principal or interest on any bond or to reduce the percentage in amount of bonds required to effect any change. (Art. XV, Section 6, as amended by Twenty-Second Supplemental Indenture, effective October 5, 1995).

Certain additional modifications of the mortgage set forth in the Twenty-Second Supplemental Indenture were made effective by a resolution adopted at a meeting of bondholders called at our request and held on

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October 23, 1992, following approval by our board of directors on October 28, 1992. These amendments, in general terms:

• amend the definition of “Board of Directors” to include a committee of the board;

• broaden the definition of “Property Additions” by adding the phrase “gas (either natural or artificial)” so that such definition refers in part to property “used or useful for the business of generating, manufacturing, transmitting, distributing or supplying electricity, gas (either natural or artificial) or steam,” by deleting a requirement that the properties be located in, or directly connected with properties located in, Wisconsin, by including certain leasehold interests in electric and gas plants and other properties, and by deleting an exclusion for gas properties and adding a definition of transportation properties;

• require certain opinions of counsel to refer to pipelines;

• increase to $250,000 the amount above which certain insured losses must be payable to the trustee;

• permit the issuance of certain prior lien bonds secured by purchase money mortgage on certain conditions; and

• permit bondholders’ action by written consent.

Certain further modifications of the mortgage set forth in the Twenty-Sixth Supplemental Indenture became effective on October 5, 1995 when the last bonds of any series created prior to January 15, 1988 were redeemed and ceased to be outstanding. (Twenty-Sixth Supp. Ind., Art. VI) These amendments provide more flexibility in setting forth in an engineer’s certificate the time period during which gross property additions were purchased, constructed or otherwise acquired by us in connection with a request by us to withdraw monies held by the trustee, and alter the ratio used to determine the dollar amount of funds that we may request the trustee to pay over to us on the basis of refundable bonds.

Certain additional modifications of the mortgage set forth in Art. VII of the Thirty-Third Supplemental Indenture will become effective upon the earlier of the date when no bonds of any series created prior to October 1, 1992 remain outstanding or the date such modifications are consented to by bondholders. Such modifications will, in general:

• allow for the issuance of additional bonds for an aggregate principal amount of up to 70% of the amount of Net Bondable Value of Property Additions Not Subject to an Unfunded Prior Lien, as compared with the limitation of 60% now set forth in the mortgage;

• permit the issuance of Prior Lien Bonds for an aggregate principal amount of up to 70% of the amount of Net Bondable Value of Property Additions Subject to an Unfunded Prior Lien, as compared with the limitation of 60% now set forth in the mortgage;

• allow us to acquire property subject to any Unfunded Prior Lien, if at the time of acquisition the principal amount of outstanding indebtedness subject to that lien or liens does not exceed 70% (as compared to 60% currently) of the lesser of the cost or fair value to us of the property of the nature of Property Additions subject to such lien or liens;

• amend the definitions of “Net Bondable Value of Property Additions Not Subject to an Unfunded Prior Lien” and “Net Bondable Value of Property Additions Subject to an Unfunded Prior Lien” by changing the ratio to be applied to certain dollar amounts in each definition’s calculation from ten-sixths to ten-sevenths;

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• provide that, in the case of a proposed merger in which we would not be the survivor, the transaction may not occur if the principal amount of indebtedness outstanding immediately after the merger subject to a lien or liens prior to that of Wisconsin Electric’s liens exceeds 70% (as compared to 60% currently) of the lesser of cost or fair value of the property of the nature of Property Additions then owned by the survivor; and

• make certain conforming and other changes.

Each holder of a new bond will be deemed to have consented to all of the foregoing modifications. As of September 30, 2002, an aggregate of $149 million principal amount of 7 ¼% bonds due 2004 and 6.85% bonds due 2021 were outstanding, which are the only series created prior to October 1, 1992 that remain outstanding.

Wisconsin Natural Indenture

In conjunction with the merger of Wisconsin Natural Gas Company, a former wholly owned utility subsidiary of Wisconsin Energy and utility affiliate of ours, which we refer to in this prospectus as “Wisconsin Natural,” into Wisconsin Electric effective January 1, 1996, we assumed Wisconsin Natural’s outstanding indebtedness under, and agreed to abide by all of the applicable terms and conditions, of the Debt Securities Indenture dated as of September 1, 1992 between Wisconsin Natural and U.S. Bank National Association (as successor to Firstar Trust Company), as trustee, as supplemented (the “Wisconsin Natural Indenture”). At September 30, 2002, $28 million aggregate principal amount of debentures were outstanding under the Wisconsin Natural Indenture.

Regarding the Trustee

The trustee, U.S. Bank National Association, provides services for us and certain affiliates, including our parent, Wisconsin Energy, as a depository of funds, registrar, member of a bank group providing back-up credit lines, trustee under other indentures and similar services. The trustee also provides treasury management and cash management services for us and certain affiliates. The trustee or certain affiliates of the trustee may make loans to or otherwise extend credit to us or affiliated companies from time to time. We and the trustee have entered into a Short Term Borrowing Agreement providing for the trustee to make loans to us from time to time. The aggregate principal balance outstanding at any time on all loans made pursuant to the Short Term Borrowing Agreement may not exceed $50 million. As of September 30, 2002, a loan for $50 million was outstanding under the Short Term Borrowing Agreement. U.S. Bank National Association is also the trustee under the indenture (as described below) providing for the debt securities as well as trustee under the Wisconsin Natural Indenture. See “Description of Debt Securities—Regarding the Trustee.” The trustee also presently manages portfolio assets for our master pension trust.

The holders of a majority of the outstanding bonds have the right to direct the time, method and place of conducting any proceeding for any remedy open to the trustee and of exercising any power or trust conferred upon the trustee under the mortgage. (Art. IX, Section 11) Subject to the duty of the trustee to act with the required standard of care during a default, the trustee is under no obligation to exercise any trust or power of the mortgage at the request, order or direction of any of the bondholders unless the requesting bondholders provide security or indemnity satisfactory to the trustee against any costs, expenses and liabilities to be incurred. (Art. XIII, Sections 1(d) and 2)

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DESCRIPTION OF DEBT SECURITIES

We will issue any new debt securities, which will be our direct unsecured general obligations, in one or more series under the indenture between us and U.S. Bank National Association (as successor to Firstar Trust Company), as trustee, dated as of December 1, 1995, and under a securities resolution (which may be in the form of a resolution or a supplemental indenture) authorizing the particular series. For purposes of this prospectus, the term “debt securities” does not include any of the first mortgage bonds that may be issued under this prospectus. At September 30, 2002, the aggregate principal amount of debt securities outstanding under the indenture was $628 million. The ranking of a series of debt securities with respect to all of our indebtedness will be established by the securities resolution creating the series.

We have summarized selected provisions of the indenture and new debt securities below. This summary may not contain all of the information important to you. Copies of the indenture and a form of securities resolution are filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. The securities resolution for each series of debt securities issued also has been or will be filed or incorporated by reference as an exhibit to the registration statement or other filings incorporated by reference in this prospectus. You should read the indenture and the applicable securities resolution for other provisions that may be important to you. In the summary below, we have included references to section numbers in the indenture so that you can easily find those provisions. The particular terms of any debt securities we offer will be described in the related prospectus supplement, along with any applicable modifications of or additions to the general terms of the debt securities described below and in the indenture. For a description of the terms of any series of debt securities, you should also review both the prospectus supplement relating to that series and the description of the debt securities set forth in this prospectus before making an investment decision.

General

The indenture does not significantly limit our operations. In particular, it does not:

• limit the amount of debt securities that we can issue under the indenture;

• limit the number of series of debt securities that we can issue from time to time;

• restrict the total amount of debt that we or our subsidiaries may incur; or

• contain any covenant or other provision that is specifically intended to afford any holder of the debt securities special protection in the event of highly leveraged transactions or any other transactions resulting in a decline in our ratings or credit quality.

Although the indenture permits the issuance of debt securities in other forms or currencies, the debt securities covered by this prospectus will only be denominated in U.S. dollars in registered form without coupons, unless otherwise indicated in the applicable prospectus supplement.

Substantially all of our fixed properties and franchises are subject to the lien of the mortgage under which our first mortgage bonds are outstanding. See “Description of New Bonds.”

Terms

A prospectus supplement and a securities resolution relating to the offering of any new series of debt securities will include specific terms relating to the offering. The terms will include some or all of the following:

• the designation, aggregate principal amount, currency or composite currency and denominations of the debt securities;

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• the price at which the debt securities will be issued and, if an index, formula or other method is used, the method for determining amounts of principal or interest;

• the maturity date and other dates, if any, on which the principal of the debt securities will be payable;

• the interest rate or rates, if any, or method of calculating the interest rate or rates which the debt securities will bear;

• the closing date for the issuance of any debt securities;

• the date or dates from which interest will accrue and on which interest will be payable, and the record dates for the payment of interest;

• the manner of paying principal and interest on the debt securities;

• the place or places where principal and interest will be payable;

• the terms of any mandatory or optional redemption of the debt securities by us, including any sinking fund;

• the terms of any redemption of debt securities at the option of holders;

• any tax indemnity provisions;

• if payments of principal or interest may be made in a currency other than U.S. dollars, the manner for determining such payments;

• the portion of principal payable upon acceleration of any discounted debt security (as described below);

• whether and upon what terms debt securities may be defeased (which means that we would be discharged from our obligations by depositing sufficient cash or government securities to pay the principal, interest, any premiums and other sums due to the stated maturity date or a redemption date of the debt securities of the series);

• whether the covenant referred to below under “Limitations on Liens” applies, and whether any events of default or covenants in addition to or instead of those set forth in the indenture apply;

• provisions for electronic issuance of debt securities or for debt securities in uncertificated form;

• the ranking of the debt securities, including the relative degree, if any, to which the debt securities of a series are subordinated to one or more other series of debt securities in right of payment, whether outstanding or not; and

• any other terms not inconsistent with the provisions of the indenture, including any covenants or other terms that may be required or advisable under United States or other applicable laws or regulations, or advisable in connection with the marketing of the debt securities. (Section 2.01)

We may issue debt securities of any series as registered debt securities, bearer debt securities or uncertificated debt securities. (Section 2.01) We may issue the debt securities of any series in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to the series. We may issue global securities in registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in

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part for securities in definitive form, a global security may not be transferred except as a whole by the depositary to a nominee or a successor depositary. (Section 2.12) We will describe in the prospectus supplement relating to any series the specific terms of the depositary arrangement with respect to that series to the extent they differ from those described under “Book-Entry Issuance” below.

Unless otherwise indicated in the prospectus supplement, we will issue registered debt securities in denominations of $1,000 and whole multiples thereof and bearer securities in denominations of $5,000 and whole multiples thereof. (Section 2.12) We will issue one or more global securities in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding securities of the series to be represented by such global security or securities.

In connection with its original issuance, no bearer debt security will be offered, sold or delivered to any location in the United States. We may deliver a bearer debt security in definitive form in connection with its original issuance only if a certificate in a form we specify to comply with United States laws and regulations is presented to us. (Section 2.04)

A holder of debt securities registered with our registrar may request registration of a transfer upon surrender of the debt security being transferred at any agency we maintain for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07)

We may issue debt securities under the indenture as discounted debt securities to be offered and sold at a substantial discount from the principal amount of those debt securities. Special U.S. federal income tax and other considerations applicable to discounted debt securities, if material, will be described in the related prospectus supplement. A discounted debt security is a debt security where the amount of principal due upon acceleration is less than the stated principal amount. (Sections 1.01 and 2.10)

Certain Covenants

The debt securities will not be secured by any properties or assets and will represent our unsecured debt. The indenture does not limit the amount of unsecured debt that we can incur. As indicated above, substantially all of our fixed properties and franchises are subject to the lien of the mortgage securing the first mortgage bonds.

As discussed below, the indenture includes certain limitations on our ability to create liens. These limitations will apply if the securities resolution establishing the terms of a series so provides. If applicable, the limitations are subject to a number of qualifications and exceptions. The indenture does not limit our ability to issue additional first mortgage bonds or to enter into sale and leaseback transactions.

The covenant described below will apply if so indicated in a prospectus supplement. Any obligations under that covenant are subject to termination upon defeasance. See “Legal Defeasance and Covenant Defeasance” below. Also, unless otherwise indicated in a prospectus supplement, the covenant, if applicable, does not afford holders of the debt securities protection in the event of a highly leveraged or other transaction involving us that may adversely affect them.

Limitations on Liens

The indenture provides that, so long as there remain outstanding any debt securities of any series to which this limitation applies, and subject to termination as referred to above, we will not, and will not permit any subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien on any of our properties or assets now owned or hereafter acquired to secure any indebtedness, without making effective provision whereby the debt securities of that series shall be equally and ratably secured. The indenture defines the term “subsidiary” to mean a corporation a majority of whose voting stock is owned by us or one of our subsidiaries. This restriction does not apply to or prevent the creation or existence of:

• the mortgage securing our first mortgage bonds or any indenture supplemental thereto subjecting any property to the lien of the mortgage or confirming the lien of the mortgage upon any property, whether owned before or acquired after the date of the indenture;

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• liens on property existing at the time of acquisition or construction of the property (or created within one year after completion of the acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a subsidiary at the date it became a subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any such liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto;

• any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of liens permitted by either of the first two bullet points above;

• the pledge of any bonds or other securities at any time issued under any of the liens permitted by any of the first three bullet points above; or

• permitted encumbrances. (Section 4.07)

“Permitted encumbrances” include, among other items,

• the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts receivable or customers’ installment paper;

• liens affixing to our property or property of our subsidiary at the time a person consolidates with or merges into, or transfers all or substantially all of its assets to, us or a subsidiary, provided that in the opinion of our board of directors or our management (evidenced by a certified board resolution or an officers’ certificate delivered to the trustee) the property acquired pursuant to the consolidation, merger or asset transfer is adequate security for the lien; and

• liens or encumbrances not otherwise permitted if, at the incurrence of and after giving effect thereto, the aggregate of all of our obligations secured thereby does not exceed 10% of tangible net worth. For this purpose “tangible net worth” means common stockholders’ equity appearing on our most recent balance sheet (or consolidated balance sheet including our subsidiaries if we have one or more consolidated subsidiaries) prepared in accordance with generally accepted accounting principles less intangible assets (excluding intangible assets recoverable through rates as prescribed by applicable regulatory authorities). (Section 4.06)

Further, this restriction will not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. (Section 4.07)

Other Covenants

Any other restrictive covenants which may apply to a particular series of debt securities will be described in the related prospectus supplement.

Ranking of Debt Securities

Unless stated otherwise in a prospectus supplement, the debt securities issued under the indenture will rank equally and ratably with our other unsecured and unsubordinated debt. The debt securities will not be secured by any properties or assets. As indicated above, substantially all of our fixed properties and franchises are subject to the lien of the mortgage providing for our first mortgage bonds. See “Description of New Bonds.”

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Successor Obligor

The indenture provides that, unless otherwise specified in the securities resolution establishing a series of debt securities, we will not consolidate with or merge into, or transfer all or substantially all of our assets to, another company, unless:

• that company is organized under the laws of the United States or a state thereof;

• that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities and any coupons; and

• immediately after the transaction no default exists under the indenture.

The successor will be substituted for us as if it had been an original party to the indenture, securities resolutions and debt securities. Thereafter the successor may exercise our rights and powers under the indenture, the debt securities and any coupons, and all of our obligations under those documents will terminate. (Section 5.01)

Exchange of Debt Securities

Registered debt securities may be exchanged for an equal principal amount of registered debt securities of the same series and date of maturity in authorized denominations requested by the holders upon surrender of the registered debt securities at an agency we maintain for that purpose and upon fulfillment of all other requirements of the agent. (Section 2.07)

To the extent permitted by the terms of a series of debt securities authorized to be issued in registered form and bearer form, bearer debt securities may be exchanged for an equal aggregate principal amount of registered or bearer debt securities of the same series and date of maturity in authorized denominations upon surrender of the bearer debt securities with all unpaid interest coupons (except as may otherwise be provided in the debt securities) at our agency maintained for that purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) As of the date of this prospectus, we do not expect that the terms of any series of debt securities will permit registered debt securities to be exchanged for bearer debt securities.

Defaults and Remedies

Unless the securities resolution establishing the series provides for different events of default, in which event the prospectus supplement will describe the change, an event of default with respect to a series of debt securities will occur if:

• we default in any payment of interest on any debt securities of that series when the payment becomes due and payable and the default continues for a period of 60 days;

• we default in the payment of the principal or premium, if any, of any debt securities of the series when those payments become due and payable at maturity or upon redemption, acceleration or otherwise;

• we default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities of the series as required by the securities resolution establishing the series and the default continues for a period of 60 days;

• we default in the performance of any of our other agreements applicable to the series and the default continues for 90 days after the notice specified below;

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• pursuant to or within the meaning of any bankruptcy law we:

— commence a voluntary case,

— consent to the entry of an order for relief against us in an involuntary case,

— consent to the appointment of a custodian for us or for all or substantially all of our property, or

— make a general assignment for the benefit of our creditors;

• a court of competent jurisdiction enters an order or decree under any bankruptcy law that remains unstayed and in effect for 60 days and that:

— is for relief against us in an involuntary case,

— appoints a custodian for us or for all or substantially all of our property, or

— orders us to liquidate; or

• there occurs any other event of default provided for in such series. (Section 6.01)

The term “bankruptcy law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “custodian” means any receiver, trustee, assignee, liquidator or a similar official under any bankruptcy law. (Section 6.01)

A default under the indenture means any event which is, or after notice or passage of time would be, an event of default under the indenture. (Section 1.01) A default under the fourth bullet point above is not an event of default until the trustee or the holders of at least 25% in principal amount of the series notify us of the default and we do not cure the default within the time specified after receipt of the notice. (Section 6.01)

If an event of default occurs under the indenture and is continuing on a series, the trustee by notice to us, or the holders of at least 25% in principal amount of the series by notice both to us and to the trustee, may declare the principal of and accrued interest on all the debt securities of the series to be due and payable immediately. Discounted debt securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. (Section 6.02)

The holders of a majority in principal amount of a series of debt securities, by notice to the trustee, may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. (Section 6.02)

If an event of default occurs and is continuing on a series, the trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the trustee and holders of the series. (Section 6.03)

The trustee may require indemnity satisfactory to it before it performs any duty or exercises any right or power under the indenture or the debt securities which it reasonably believes may expose it to any loss, liability or expense. (Section 7.01) With some limitations, holders of a majority in principal amount of the debt securities of the series may direct the trustee in its exercise of any trust or power with respect to that series. (Section 6.05) Except in the case of default in payment on a series, the trustee may withhold notice of any continuing default if it in good faith determines that withholding the notice is in the interest of holders of the series. (Section 7.04) We are required to furnish the trustee annually a brief certificate as to our compliance with all conditions and covenants under the indenture. (Section 4.04)

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The failure to redeem any debt securities subject to a conditional redemption is not an event of default if any event on which the redemption is so conditioned does not occur before the redemption date. (Section 6.01) Debt securities are subject to a conditional redemption if the notice of redemption relating to the debt securities provides that it is subject to the occurrence of any event before the date fixed for the redemption in the notice. (Section 3.04)

The indenture does not have a cross-default provision. Thus, a default by us on any other debt would not automatically constitute an event of default under the indenture. A securities resolution may provide for a cross-default provision; in that case the prospectus supplement will describe the terms of that provision.

Amendments and Waivers

As described below, the indenture and the debt securities or any coupons of the series may be amended, and any default may be waived. Unless the securities resolution provides otherwise, in which event the prospectus supplement will describe the revised provision, we and the trustee may amend the debt securities, the indenture and any coupons with the written consent of the holders of a majority in principal amount of the debt securities of all series affected voting as one class. (Section 9.02) Except as described in the next paragraph, a default on a series may be waived with the consent of the holders of a majority in principal amount of the debt securities of the series. (Section 6.04)

However, without the consent of each debt security holder affected, no amendment or waiver may:

• reduce the principal amount of debt securities whose holders must consent to an amendment or waiver;

• reduce the interest on or change the time for payment of interest on any debt security;

• change the fixed maturity of any debt security (subject to any right we may have retained in the securities resolution and described in the prospectus supplement);

• reduce the principal of any non-discounted debt security or reduce the amount of the principal of any discounted debt security that would be due on acceleration thereof;

• change the currency in which the principal or interest on a debt security is payable; or

• waive any default in payment of interest on or principal of a debt security. (Sections 6.04 and 9.02)

Without the consent of any debt security holder, we may amend the indenture or the debt securities:

• to cure any ambiguity, omission, defect, or inconsistency;

• to provide for the assumption of our obligations to debt security holders by the surviving company in the event of a merger or consolidation requiring such assumption;

• to provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued;

• to create a series of debt securities and establish its terms;

• to provide for a separate trustee for one or more series of debt securities; or

• to make any change that does not materially adversely affect the rights of any debt security holder. (Section 9.01)

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Legal Defeasance and Covenant Defeasance

Debt securities of a series may be defeased at any time in accordance with their terms and as set forth in the indenture and described briefly below, unless the securities resolution establishing the terms of the series otherwise provides. Any defeasance may terminate all of our obligations (with limited exceptions) with respect to a series of debt securities and the indenture (“legal defeasance”), or it may terminate only our obligations under any restrictive covenants which may be applicable to a particular series (“covenant defeasance”).

We may exercise our legal defeasance option even though we have also exercised our covenant defeasance option. If we exercise our legal defeasance option, that series of debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option, that series of debt securities may not be accelerated by reference to any restrictive covenants which may be applicable to that particular series. (Section 8.01)

To exercise either defeasance option as to a series of debt securities, we must:

• irrevocably deposit in trust (the “defeasance trust”) with the trustee or another trustee money or U.S. government obligations;

• deliver a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. government obligations, without reinvestment, plus any deposited money without investment, will provide cash at the times and in the amounts necessary to pay the principal and interest when due on all debt securities of the series to maturity or redemption, as the case may be; and

• comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result in recognition of any gain or loss to holders for federal income tax purposes.

U.S. government obligations are direct obligations of (a) the United States or (b) an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed by the United States, which, in either case (a) or (b), have the full faith and credit of the United States of America pledged for payment and which are not callable at the issuer’s option. It also includes certificates representing an ownership interest in such obligations. (Section 8.02)

Regarding the Trustee

U.S. Bank National Association (as successor to Firstar Trust Company) will act as trustee and registrar for debt securities issued under the indenture and, unless otherwise indicated in a prospectus supplement, the trustee will also act as transfer agent and paying agent with respect to the debt securities. (Section 2.03) We may remove the trustee with or without cause if we notify the trustee six months in advance and if no default occurs during the six-month period. (Section 7.07) The trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for us or our affiliates, and may otherwise deal with us or our affiliates, as if it were not the trustee. The trustee is also trustee under the mortgage for our first mortgage bonds, including the new bonds, and provides services for us and certain affiliates, including Wisconsin Energy, as a depository of funds, registrar, member of a bank group providing back-up credit lines, trustee under other indentures and similar services. See “Description of New Bonds—Regarding the Trustee.”

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BOOK-ENTRY ISSUANCE

The new bonds and debt securities of any series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, the depositary identified in the applicable prospectus supplement. The depositary will be The Depository Trust Company (“DTC”), New York, NY, unless otherwise indicated in the applicable prospectus supplement. Book-entry securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged for the individual securities that it represents, a book-entry security may not be transferred except as a whole to a nominee of the depositary or to a successor depositary or any nominee of the successor.

According to information provided by DTC: DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York banking laws, 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 was created to hold securities of institutions that have accounts with DTC (“participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers (which may include the initial purchasers of the new bonds or debt securities), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (collectively, the “indirect participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

We expect that pursuant to procedures established by DTC, upon the deposit of one or more global securities with DTC, DTC will credit, on its book-entry registration and transfer system, the ownership interest represented by such global security to the accounts of participants. The accounts to be credited shall be designated by the initial purchaser. Ownership of beneficial interests in the global securities will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global securities will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the global securities other than participants). The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to transfer or pledge beneficial interests in the global securities.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner and holder of any new bonds or debt securities represented by the global security for all purposes under the mortgage or the indenture and the securities. In addition, as a beneficial owner of an interest in a global security, you will not be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in a global security, you will not be entitled to have the underlying new bonds or debt securities that are represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated new bonds or debt securities under the global security and will not be considered to be the owner or holder of any new bonds or debt securities under the global security. We understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take the action, and the participants would authorize beneficial owners owning through the participants to take the action or would otherwise act upon the instructions of beneficial owners owning through them.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

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DTC will take any action permitted to be taken by a holder of interests in a global security only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate ownership interest in the global security as to which the participant or participants has or have given the direction.

We expect that 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 and the voting rights of direct participants, indirect participants and beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC’s partnership nominee, Cede & Co., as the registered holder of the book-entry securities.

As long as the book-entry securities are held by DTC or its nominee and DTC continues to make its same-day funds settlement system available to us, all payments on the book-entry securities will be made by us in immediately available funds to DTC. We have been advised that 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 and will be the responsibility of such participant and not of DTC, the trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment on book-entry securities to DTC is our responsibility or the responsibility of the trustee (as applicable), disbursement of such payments to direct participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of direct and indirect participants.

DTC may discontinue providing its services as securities depositary with respect to the new bonds or debt securities at any time by giving reasonable notice to us or the trustee. Under those circumstances, if we do not appoint a successor depositary within 90 days, we will issue individual definitive new bonds or debt securities in exchange for all the global securities representing the new bonds or debt securities, as applicable. In addition, we may at any time and in our sole discretion determine not to have the new bonds or debt securities represented by global securities and, in that event, will issue individual definitive new bonds or debt securities in exchange for all the global securities representing them. Individual definitive new bonds or debt securities so issued will be issued in denominations of $1,000 and any larger amount that is an integral multiple of $1,000 and registered in such names as DTC shall direct.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. We have no responsibility for the performance by DTC or its participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

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PLAN OF DISTRIBUTION

We may sell the securities covered by this prospectus in any one or more of the following ways from time to time:

• to or through underwriters or dealers;

• directly to one or more purchasers;

• through agents; or

• any combination of the above.

The distribution of new bonds and debt securities of any series may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at negotiated prices, or through competitive bidding.

The prospectus supplement will set forth with respect to the securities being offered thereby the terms of the offering of those securities, including the name or names of any underwriters, the purchase price of those securities and the proceeds to us from such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchange on which those securities may be listed. Underwriters, dealers and agents that participate in the distribution of new bonds and debt securities may be deemed to be “underwriters,” and any discounts or commissions received by them from us and any profit on the resale of the new bonds and debt securities by them may be deemed to be underwriting discounts and commissions, under the Securities Act of 1933.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities of the series offered by us and described in the applicable prospectus supplement if any of those securities are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Securities may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, by one or more remarketing firms acting as principals for their own accounts or as agents for us. We will identify in the prospectus supplement any remarketing firm and describe the terms of its agreement, if any, with us and any related compensation. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed thereby.

Securities may also be sold directly by us or through agents designated by us from time to time. Any agent involved in the offering and sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth, in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

If so indicated in the prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase securities providing for payment and delivery on a future date specified in the prospectus supplement. There may be limitations on the minimum amount which may be purchased by any such institutional investor or on the portion of the aggregate principal amount of the particular

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securities which may be sold pursuant to such arrangements. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and such other institutions as may be approved by us. The obligations of any such purchasers pursuant to such delayed delivery and payment arrangements will not be subject to any conditions except (a) the purchase by an institution of the particular securities shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject, and (b) if the particular securities are being sold to underwriters, we shall have sold to such underwriters all of those securities other than the securities covered by such arrangements. Underwriters will not have any responsibility in respect of the validity of such arrangements or the performance by us or such institutional investors thereunder.

If any underwriter or any selling group member intends to engage in stabilizing, syndicate short covering transactions, penalty bids or any other transaction in connection with the offering of securities that may stabilize, maintain, or otherwise affect the price of those securities, such intention and a description of such transactions will be described in the prospectus supplement.

Agents and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

LEGAL MATTERS

Certain legal matters in connection with the new bonds and debt securities will be passed upon for Wisconsin Electric by Sally R. Bentley, Assistant Vice President—Legal Services of Wisconsin Electric, or A. William Finke, Counsel of Wisconsin Electric, and by Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin. Certain legal matters in connection with the new bonds and debt securities will be passed upon for the underwriters by Cahill Gordon & Reindel, 80 Pine Street, New York, New York. Cahill Gordon & Reindel have acted and will continue to act as counsel to us and to Wisconsin Energy in connection with various other matters. Quarles & Brady LLP and Cahill Gordon & Reindel will not pass upon our incorporation, franchise matters, questions of title or the lien of the mortgage. Cahill Gordon & Reindel will rely upon the opinion of Ms. Bentley or Mr. Finke as to all matters of Wisconsin law. Cahill Gordon & Reindel and Quarles & Brady LLP will rely upon such opinion as to matters of Michigan law and the exempt status of Wisconsin Electric and Wisconsin Energy under the Public Utility Holding Company Act of 1935, as amended. Also, such firms and Ms. Bentley and Mr. Finke will rely on the opinion of Loomis, Ewert, Parsley, Davis & Gotting, P.C., 232 South Capitol Avenue, Lansing, Michigan, as to matters of Michigan law relating to authority to do business and certain regulatory matters in Michigan.

The statements as to matters of law and legal conclusions under “Description of New Bonds—Security” have been prepared under the supervision of, and reviewed by, Ms. Bentley, and such statements are made on her authority. As of September 30, 2002, Ms. Bentley and Mr. Finke owned beneficially approximately 2,805 shares and 12,135 shares of common stock of Wisconsin Energy, respectively, and held options to acquire 31,255 shares (9,542 of which were exercisable) and 4,565 shares (none of which were exercisable) of Wisconsin Energy common stock, respectively.

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EXPERTS

The financial statements as of December 31, 2000 and for each of the two years in the period ended December 31, 2000 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The financial statements for the year ended December 31, 2001 incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto and are included in this prospectus upon the authority of said firm as experts in giving said report.

After reasonable efforts, we have been unable to obtain Arthur Andersen LLP’s written consent to the incorporation by reference in this prospectus of their report on the financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2001. Accordingly, we have omitted Arthur Andersen

LLP’s consent in reliance upon Rule 437a under the Securities Act of 1933, which permits us to dispense with the requirement to file the written consent of Arthur Andersen LLP under the circumstances.

Because Arthur Andersen LLP has not consented to the incorporation of their report in this prospectus, you will not be able to recover against Arthur Andersen under Section 11 of the Securities Act of 1933 for any untrue statements of a material fact contained in our financial statements audited by Arthur Andersen LLP or for any omission to state a material fact required to be stated in those financial statements.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy or information statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC at 1-800-732-0330 for further information about the Public Reference Room.

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933. This prospectus does not contain all of the information contained in the registration statement, certain parts of which we have omitted in accordance with the rules and regulations of the SEC. For further information, you should refer to the registration statement and its exhibits. Any statements contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC are not necessarily complete. You should refer to the copy of the document filed with the SEC for a more complete description of the matter involved.

The SEC allows us to “incorporate by reference” the information we file with them, which means we are assumed to have disclosed important information to you when we refer you to documents that are on file with the SEC. The information we have incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents we file with the SEC (File No. 001-01245) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (including documents filed after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement) until we complete our offering.

• Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

• Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002.

• Current Reports on Form 8-K filed June 5, 2002, July 8, 2002, and September 4, 2002.

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You may request a copy of these documents at no cost by writing to us at the following address:

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, Wisconsin 53201

Attn: Ms. Kristine Rappe, Corporate Secretary

Telephone: (414) 221-3759

You should rely only on the information provided in or incorporated by reference (and not later changed) in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with additional or different information. We are not making an offer of any securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

As reported in our Form 8-K filed on July 8, 2002, on July 3, 2002, Wisconsin Energy’s board of directors dismissed Arthur Andersen as its and our independent accountants and engaged the firm of Deloitte & Touche LLP to audit the books and records of Wisconsin Energy and its subsidiaries, including us, for 2002. The members of the board of directors of Wisconsin Energy are also the members of our board of directors and, as such, approved the change with respect to us.

23

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

The estimated expenses in connection with the issuance and distribution of the securities covered by this registration statement are as follows:

SEC registration fee (actual)	$	73,600
Public Service Commission of Wisconsin fee (actual)		1,000
Trustee’s fees and expenses		10,000
Printing expenses		130,000
Legal fees and expenses		250,000
Accounting fees and expenses		150,000
Blue Sky fees and expenses		20,000
Rating agencies’ fees		350,000
Miscellaneous expenses		15,400
Total	$	1,000,000

Item 15.    Indemnification of Directors and Officers.

Wisconsin Electric Power Company (“Wisconsin Electric”) is incorporated under the Wisconsin Business Corporation Law (the “WBCL”).

Under Section 180.0851(1) of the WBCL, Wisconsin Electric is required to indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if such person was a party because he or she was a director or officer of Wisconsin Electric. In all other cases, Wisconsin Electric is required by Section 180.0851(2) to indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or officer of Wisconsin Electric, unless it is determined that he or she breached or failed to perform a duty owed to Wisconsin Electric and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with Wisconsin Electric or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) provides that, subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under Wisconsin Electric’s Restated Articles of Incorporation, Bylaws, any written agreement or a resolution of the board of directors or shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance, to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable to a corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2) referred to above.

II-1

Under Section 180.0833 of the WBCL, directors of Wisconsin Electric against whom claims are asserted with respect to the declaration of improper dividends or distributions to shareholders or certain other improper acts which they approved are entitled to contribution from other directors who approved such actions and from shareholders who knowingly accepted an improper dividend or distribution, as provided therein.

Articles V and VI of Wisconsin Electric’s Bylaws provides that Wisconsin Electric will indemnify to the fullest extent permitted by law any person who is or was a party or threatened to be made a party to any legal proceeding by reason of the fact that such person is or was a director or officer of Wisconsin Electric, or is or was serving at the request of Wisconsin Electric as a director or officer of another enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such legal proceeding. Wisconsin Electric’s Restated Articles of Incorporation and Bylaws do not limit the indemnification to which directors and officers are entitled under the WBCL.

Underwriting or purchase agreements entered into by Wisconsin Electric in connection with the securities being registered may provide for indemnification of directors, officers and controlling persons of Wisconsin Electric against certain liabilities, including liabilities under the Securities Act of 1933.

Officers and directors of Wisconsin Electric are covered by insurance policies purchased by Wisconsin Electric or its parent, Wisconsin Energy Corporation, under which they are insured (subject to exceptions and limitations specified in the policies) against expenses and liabilities arising out of actions, suits or proceedings to which they are parties by reason of being or having been such directors or officers.

Item 16.    Exhibits.

See Exhibit Index following the Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 17.    Undertakings.

The undersigned registrant hereby undertakes (in accordance with the corresponding lettered undertakings in Item 512 of Regulation S-K):

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment

II-2

by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

. . .

(d) In the event that the terms of any offers and sales of the securities are determined by competitive bidding, (1) to use its best efforts to distribute, prior to the opening of bids, to prospective bidders, underwriters and dealers a reasonable number of copies of a prospectus which at the time meets the requirements of section 10(a) of the Securities Act of 1933 and relating to the securities offered at competitive bidding, as contained in the registration statement together with any supplements thereto and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.

. . .

(h) Reference is made to the indemnification provisions described in Item 15 of this registration statement.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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

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

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on November 6, 2002.

WISCONSIN ELECTRIC POWER COMPANY
By:	/s/    RICHARD A. ABDOO
	Richard A. Abdoo, Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Richard A. Abdoo and Paul Donovan, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on behalf of such person, individually, and in each capacity stated below or otherwise, and to file, any and all amendments to this registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.*

Signature and Title

/s/    RICHARD A. ABDOO	/s/    BARBARA L. BOWLES
Richard A. Abdoo, Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)	Barbara L. Bowles, Director
/s/    PAUL DONOVAN	/s/    ROBERT A. CORNOG
Paul Donovan, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	Robert A. Cornog, Director
/s/    STEPHEN P. DICKSON	/s/    WILLIE D. DAVIS
Stephen P. Dickson, Controller (Principal Accounting Officer)	Willie D. Davis, Director
/s/    JOHN F. AHEARNE	/s/    RICHARD R. GRIGG
John F. Ahearne, Director	Richard R. Grigg, Director
/s/    JOHN F. BERGSTROM	/s/    FREDERICK P. STRATTON, JR.
John F. Bergstrom, Director	Frederick P. Stratton, Jr., Director
	/s/    GEORGE E. WARDEBERG
	George E. Wardeberg, Director

* Each of the above signatures is affixed as of November 6, 2002.

II-4

WISCONSIN ELECTRIC POWER COMPANY

(“Wisconsin Electric”)

(Commission File No. 001-01245)

EXHIBIT INDEX

to

FORM S-3 REGISTRATION STATEMENT

The following exhibits are filed with or incorporated by reference (to the documents identified in parentheses) in this registration statement.

Exhibit Number	Description
1.1*	Form of Underwriting Agreement for First Mortgage Bonds.
1.2	Form of Underwriting Agreement for Debt Securities.
4.1	Form of Supplemental Indenture creating new series of First Mortgage Bonds, including form of First Mortgage Bond. (Exhibit (4)-(41) to Wisconsin Electric’s Registration Statement on Form S-3, File No. 33-64343, filed 11/16/95.)
4.2	Mortgage and Deed of Trust of Wisconsin Electric, dated October 28, 1938. (Exhibit B-1 under File No. 2-4340.)
4.3	Second Supplemental Indenture of Wisconsin Electric, dated June 1, 1946. (Exhibit 7-C under File No. 2-6422.)
4.4	Third Supplemental Indenture of Wisconsin Electric, dated March 1, 1949. (Exhibit 7-C under File No. 2-8456.)
4.5	Fourth Supplemental Indenture of Wisconsin Electric, dated June 1, 1950. (Exhibit 7-D under File No. 2-8456.)
4.6	Fifth Supplemental Indenture of Wisconsin Electric, dated May 1, 1952. (Exhibit 4-G under File No. 2-9588.)
4.7	Sixth Supplemental Indenture of Wisconsin Electric, dated May 1, 1954. (Exhibit 4-H under File No. 2-10846.)
4.8	Seventh Supplemental Indenture of Wisconsin Electric, dated April 15, 1956. (Exhibit 4-I under File No. 2-12400.)
4.9	Eighth Supplemental Indenture of Wisconsin Electric, dated April 1, 1958. (Exhibit 2-I under File No. 2-13937.)
4.10	Ninth Supplemental Indenture of Wisconsin Electric, dated November 15, 1960. (Exhibit 2-J under File No. 2-17087.)
4.11	Tenth Supplemental Indenture of Wisconsin Electric, dated November 1, 1966. (Exhibit 2-K under File No. 2-25593.)
4.12	Eleventh Supplemental Indenture of Wisconsin Electric, dated November 15, 1967. (Exhibit 2-L under File No. 2-27504.)
4.13	Twelfth Supplemental Indenture of Wisconsin Electric, dated May 15, 1968. (Exhibit 2-M under File No. 2-28799.)
4.14	Thirteenth Supplemental Indenture of Wisconsin Electric, dated May 15, 1969. (Exhibit 2-N under File No. 2-32629.)
4.15	Fourteenth Supplemental Indenture of Wisconsin Electric, dated November 1, 1969. (Exhibit 2-O under File No. 2-34942.)

EI-1

Exhibit Number	Description
4.16	Fifteenth Supplemental Indenture of Wisconsin Electric, dated July 15, 1976. (Exhibit 2-P under File No. 2-54211.)
4.17	Sixteenth Supplemental Indenture of Wisconsin Electric, dated January 1, 1978. (Exhibit 2-Q under File No. 2-61220.)
4.18	Seventeenth Supplemental Indenture of Wisconsin Electric, dated May 1, 1978. (Exhibit 2-R under File No. 2-61220.)
4.19	Eighteenth Supplemental Indenture of Wisconsin Electric, dated May 15, 1978. (Exhibit 2-S under File No. 2-61220.)
4.20	Nineteenth Supplemental Indenture of Wisconsin Electric, dated August 1, 1979. (Exhibit (a)2(a) to Wisconsin Electric’s 9/30/79 Form 10-Q.)
4.21	Twentieth Supplemental Indenture of Wisconsin Electric, dated November 15, 1979. (Exhibit (a)2(a) to Wisconsin Electric’s 12/31/79 Form 10-K.)
4.22	Twenty-First Supplemental Indenture of Wisconsin Electric, dated April 15, 1980. (Exhibit (4)-21 under File No. 2-69488.)
4.23	Twenty-Second Supplemental Indenture of Wisconsin Electric, dated December 1, 1980. (Exhibit (4)-1 to Wisconsin Electric’s 12/31/80 Form 10-K.)
4.24	Twenty-Third Supplemental Indenture of Wisconsin Electric, dated September 15, 1985. (Exhibit (4)-1 to Wisconsin Electric’s 9/30/85 Form 10-Q.)
4.25	Twenty-Fourth Supplemental Indenture of Wisconsin Electric, dated September 15, 1985. (Exhibit (4)-2 to Wisconsin Electric’s 9/30/85 Form 10-Q.)
4.26	Twenty-Fifth Supplemental Indenture of Wisconsin Electric, dated December 15, 1986. (Exhibit (4)-25 to Wisconsin Electric’s 12/31/86 Form 10-K.)
4.27	Twenty-Sixth Supplemental Indenture of Wisconsin Electric, dated January 15, 1988. (Exhibit 4 to Wisconsin Electric’s 1/26/88 Form 8-K.)
4.28	Twenty-Seventh Supplemental Indenture of Wisconsin Electric, dated April 15, 1988. (Exhibit 4 to Wisconsin Electric’s 3/31/88 Form 10-Q.)
4.29	Twenty-Eighth Supplemental Indenture of Wisconsin Electric, dated September 1, 1989. (Exhibit 4 to Wisconsin Electric’s 9/30/89 Form 10-Q.)
4.30	Twenty-Ninth Supplemental Indenture of Wisconsin Electric, dated October 1, 1991. (Exhibit 4-1 to Wisconsin Electric’s 12/31/91 Form 10-K.)
4.31	Thirtieth Supplemental Indenture of Wisconsin Electric, dated December 1, 1991. (Exhibit 4-2 to Wisconsin Electric’s 12/31/91 Form 10-K.)
4.32	Thirty-First Supplemental Indenture of Wisconsin Electric, dated August 1, 1992. (Exhibit 4-1 to Wisconsin Electric’s 6/30/92 Form 10-Q.)
4.33	Thirty-Second Supplemental Indenture of Wisconsin Electric, dated August 1, 1992. (Exhibit 4-2 to Wisconsin Electric’s 6/30/92 Form 10-Q.)
4.34	Thirty-Third Supplemental Indenture of Wisconsin Electric, dated October 1, 1992. (Exhibit 4-1 to Wisconsin Electric’s 9/30/92 Form 10-Q.)
4.35	Thirty-Fourth Supplemental Indenture of Wisconsin Electric, dated November 1, 1992. (Exhibit 4-2 to Wisconsin Electric’s 9/30/92 Form 10-Q.)
4.36	Thirty-Fifth Supplemental Indenture of Wisconsin Electric, dated December 15, 1992. (Exhibit 4-1 to Wisconsin Electric’s 12/31/92 Form 10-K.)
4.37	Thirty-Sixth Supplemental Indenture of Wisconsin Electric, dated January 15, 1993. (Exhibit 4-2 to Wisconsin Electric’s 12/31/92 Form 10-K.)

EI-2

Exhibit Number	Description
4.38	Thirty-Seventh Supplemental Indenture of Wisconsin Electric, dated March 15, 1993. (Exhibit 4-3 to Wisconsin Electric’s 12/31/92 Form 10-K.)
4.39	Thirty-Eighth Supplemental Indenture of Wisconsin Electric, dated August 1, 1993. (Exhibit (4)-1 to Wisconsin Electric’s 6/30/93 Form 10-Q.)
4.40	Thirty-Ninth Supplemental Indenture of Wisconsin Electric, dated September 15, 1993. (Exhibit (4)-1 to Wisconsin Electric’s 9/30/93 Form 10-Q.)
4.41	Fortieth Supplemental Indenture of Wisconsin Electric, dated January 1, 1996. (Exhibit (4)-1 to Wisconsin Electric’s 1/1/96 Form 8-K.)
4.42	Indenture for Debt Securities of Wisconsin Electric (the “Wisconsin Electric Indenture”), dated December 1, 1995, including, as exhibits thereto, forms of registered security and bearer security thereunder. (Exhibit (4)-1 to Wisconsin Electric’s 12/31/95 Form 10-K.)
4.43	Securities Resolution No. 1 of Wisconsin Electric under the Wisconsin Electric Indenture, dated December 5, 1995. (Exhibit (4)-2 to Wisconsin Electric’s 12/31/95 Form 10-K.)
4.44	Securities Resolution No. 2 of Wisconsin Electric under the Wisconsin Electric Indenture, dated November 12, 1996. (Exhibit 4.44 to Wisconsin Energy Corporation’s 12/31/96 Form 10-K (File No. 001-09057).)
4.45	Securities Resolution No. 3 of Wisconsin Electric under the Wisconsin Electric Indenture, dated May 27, 1998. (Exhibit (4)-1 to Wisconsin Electric’s 6/30/98 Form 10-Q.)
4.46	Securities Resolution No. 4 of Wisconsin Electric under the Wisconsin Electric Indenture, dated November 30, 1999. (Exhibit 4.46 to Wisconsin Electric’s 12/31/99 Form 10-K.)
5	Opinion of Sally R. Bentley, Assistant Vice President—Legal Services of Wisconsin Electric, as to the legality of the First Mortgage Bonds and Debt Securities being registered.
12	Statement of Computation of Ratio of Earnings to Fixed Charges. (Exhibit 12.1 to Wisconsin Electric’s 9/30/02 Form 10-Q.)
23.1	Consent of PricewaterhouseCoopers LLP with respect to report on financial statements as of December 31, 2000 and for each of the two years ended December 31, 2000 and 1999.
23.2	Consent of Arthur Andersen LLP with respect to report on financial statements for the year ended December 31, 2001—omitted pursuant to Securities Act Rule 437a.
23.3	Consent of Sally R. Bentley, contained in her opinion filed as Exhibit 5.
23.4	Consent of A. William Finke.
23.5	Consent of Loomis, Ewert, Parsley, Davis & Gotting, P.C.
23.6	Consent of Quarles & Brady LLP.
24	Power of Attorney, contained on Signatures page.
25.1	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association (successor to Firstar Trust Company) with respect to the First Mortgage Bonds.
25.2	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association (successor to Firstar Trust Company) with respect to the Debt Securities.

* To be filed by amendment or under cover of Form 8-K and incorporated herein by reference if First Mortgage Bonds are issued.

EI-3

EX-1.2

                        WISCONSIN ELECTRIC POWER COMPANY

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

                                                              New York, New York
                                                              Dated the date set
                                                      forth in Schedule B hereto
                                                               ----------

To the Underwriters set forth
on Schedule A hereto
   ----------

Ladies and Gentlemen:

     Wisconsin Electric Power Company, a Wisconsin corporation (the "Company"),
proposes to issue and sell to one or more underwriters (the "Underwriters")
named in Schedule A to this underwriting agreement (this "Agreement") the
aggregate principal amount of one or more new series of its debt securities (the
"Securities") set forth in Schedule B hereto. The Securities will be issued
under an indenture, dated as of December 1, 1995 (the "Indenture"), between the
Company and U.S. Bank National Association (as successor to Firstar Trust
Company), as Trustee (the "Trustee"), in one or more series, which series may
vary as to interest rates, maturities, redemption provisions, selling prices and
other terms, with all such terms for any particular series of the Securities
being determined at the time of sale.

     The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as their representative or representatives
identified on Schedule B hereto (the "Representatives") deem advisable after
this Agreement has been executed and delivered.

     SECTION 1. Representations and Warranties.

     (a) Representations and Warranties by the Company. The Company represents
and warrants to each Underwriter and agrees with each Underwriter, as follows:

          (i) Compliance with Registration Requirements. The Company meets the
     requirements for use of Form S-3 under the Securities Act of 1933, as
     amended (the "1933 Act"). The Company has filed with the Securities and
     Exchange Commission (the "Commission") a registration statement on such
     Form (having the number(s) set forth on Schedule B hereto), which has
     become effective (including information (if any) deemed to be part of the
     registration statement at the time of effectiveness pursuant



                                       -2-

     to Rule 430A under the 1933 Act), for the registration under the 1933 Act
     of the Securities and the Company's first mortgage bonds (the "First
     Mortgage Bonds"). Such registration statement meets the requirements set
     forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other
     material respects with said Rule, and as amended at the date of this
     Agreement, including the exhibits thereto, is hereinafter called the
     "Registration Statement". The form of prospectus included in such
     Registration Statement is hereinafter called the "Basic Prospectus"; the
     form of prospectus supplement included in such Registration Statement, or,
     if the Company files with the Commission a subsequent prospectus supplement
     to be used in connection with the issuance and sale of the Securities under
     the Prospectus in accordance with Rule 424(b) under the 1933 Act, such
     subsequent prospectus supplement, is hereinafter called the "Prospectus
     Supplement"; and the Basic Prospectus, as supplemented by the Prospectus
     Supplement, in the form in which it shall be filed with the Commission
     pursuant to Rule 424(b) is hereinafter called the "Prospectus". Any
     preliminary form of the Prospectus which has heretofore been filed pursuant
     to Rule 424(b) is hereinafter called the "Preliminary Prospectus". Any
     reference herein to the Registration Statement, the Basic Prospectus, any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein pursuant to Item 12
     of Form S-3 which were filed under the Securities Exchange Act of 1934, as
     amended (the "1934 Act"), on or before the date of this Agreement, or the
     issue date of the Basic Prospectus, any Preliminary Prospectus or the
     Prospectus, as the case may be; and any reference herein to the terms
     "amend," "amendment" or "supplement" with respect to the Registration
     Statement, the Basic Prospectus, any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the filing of any
     document under the 1934 Act after the date of this Agreement, or the issue
     date of the Basic Prospectus, any Preliminary Prospectus or the Prospectus,
     as the case may be, deemed to be incorporated therein by reference.

          (ii) No Misstatements or Omissions. As of the date hereof, when the
     Prospectus is first filed or transmitted for filing pursuant to Rule 424(b)
     under the 1933 Act, when, prior to Closing Time (as hereinafter defined),
     any amendment to the Registration Statement becomes effective (including
     the filing of any document incorporated by reference in the Registration
     Statement), when any supplement to the Prospectus is filed with the
     Commission and at the Closing Time, (i) the Registration Statement, as then
     amended as of any such time, and the Prospectus, as then amended or
     supplemented as of such time, and the Indenture will comply in all material
     respects with the applicable requirements of the 1933 Act, the Trust
     Indenture Act of 1939, as amended (the "1939 Act"), and the 1934 Act and
     the respective rules thereunder, (ii) the Registration Statement, when it
     became effective or as then amended as of such time, did not or will not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to make
     the statements therein not



                                      - 3 -

     misleading and (iii) the Prospectus, as then amended or supplemented as of
     such time, did not or will not contain any untrue statement of material
     fact or omit to state any material fact necessary to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading; provided, however, that the Company makes no representations or
     warranties as to (i) that part of the Registration Statement which shall
     constitute the Statement of Eligibility (Form T-1) under the 1939 Act of
     the trustee for the First Mortgage Bonds (the "First Mortgage Bonds Form
     T-1") and the Statement of Eligibility (Form T-1) under the 1939 Act of the
     Trustee with respect to the Securities (together with the First Mortgage
     Bonds Form T-1, the "Form T-1") or (ii) the information contained in or
     omitted from the Registration Statement or the Prospectus or any amendment
     or supplement thereto in reliance upon and in conformity with information
     furnished in writing to the Company by or on behalf of any Underwriter
     through the Representatives specifically for use in the Registration
     Statement and the Prospectus.

          (iii) Authorization of Agreement. This Agreement has been duly
     authorized, executed and delivered by the Company.

          (iv) Authorization of the Indenture. The Indenture has been duly
     authorized by the Company and duly qualified under the 1939 Act and
     constitutes a valid and binding agreement of the Company, enforceable
     against the Company in accordance with its terms, except as the enforcement
     thereof may be limited by bankruptcy, insolvency (including, without
     limitation, all laws relating to fraudulent transfers), reorganization,
     moratorium or similar laws affecting enforcement of creditors' rights
     generally and except as enforcement thereof is subject to general
     principles of equity (regardless of whether enforcement is considered in a
     proceeding in equity or at law).

          (v) Authorization of the Securities. The Securities have been duly
     authorized and, at the Closing Time, will have been duly executed by the
     Company and, when authenticated, issued and delivered in the manner
     provided for in the Indenture and delivered against payment of the purchase
     price therefor as provided in this Agreement, will constitute valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms, except as the enforcement thereof may be
     limited by bankruptcy, insolvency (including, without limitation, all laws
     relating to fraudulent transfers), reorganization, moratorium or similar
     laws affecting enforcement of creditors' rights generally and except as
     enforcement thereof is subject to general principles of equity (regardless
     of whether enforcement is considered in a proceeding in equity or at law),
     and will be in the form contemplated by, and entitled to the benefits of,
     the Indenture.



                                      - 4 -

          (vi) Description of the Securities and the Indenture. The Securities
     and the Indenture will conform in all material respects to the respective
     statements relating thereto contained in the Prospectus and will be in
     substantially the respective forms filed or incorporated by reference, as
     the case may be, as exhibits to the Registration Statement.

          (vii) Absence of Defaults and Conflicts. The Company is not in
     violation of its charter or by-laws or in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note, lease or other agreement or instrument to which the Company is a
     party or by which it may be bound or to which any of the property or assets
     of the Company is subject (collectively, "Agreements and Instruments")
     except for such defaults as would not have a material adverse effect on the
     condition, financial or otherwise, or on the earnings, business affairs or
     business prospects of the Company and its consolidated subsidiaries, if
     any, considered as one enterprise, whether or not arising in the ordinary
     course of business (a "Material Adverse Effect"); and the execution,
     delivery and performance of this Agreement and the consummation of the
     transactions contemplated herein and in the Registration Statement
     (including the issuance and sale of the Securities and the use of the
     proceeds from the sale of the Securities as described in the Prospectus
     under the caption "Use of Proceeds") and compliance by the Company with its
     obligations hereunder have been duly authorized by all necessary corporate
     action and do not and will not, whether with or without the giving of
     notice or passage of time or both, conflict with or constitute a breach of,
     or default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company pursuant to, the Agreements and Instruments
     (except for such conflicts, breaches, Repayment Events or defaults or
     liens, charges or encumbrances that would not result in 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 applicable law, statute, rule,
     regulation, judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over the
     Company or any of its assets, properties or operations. As used herein, a
     "Repayment Event" means any event or condition which gives the holder of
     any note, debenture or other evidence of indebtedness (or any person acting
     on such holder's behalf) the right to require the repurchase, redemption or
     repayment (through acceleration or otherwise) of all or a portion of such
     indebtedness by the Company.

          (viii) 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 Company of its
     obligations hereunder, in connection with the offering, issuance or sale




                                      - 5 -

     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 or the rules and regulations of
     the Commission thereunder (the "1933 Act Regulations") or state securities
     laws and except for qualification of the Indenture under the 1939 Act.

          (ix) Investment Company Act. The Company is not, 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 "controlled" by an "investment company"
     as such terms are defined in the Investment Company Act of 1940, as amended
     (the "1940 Act").

          (x) Public Utility Holding Company Act. The Company is, and is a
     subsidiary of, an exempt public utility holding company under the Public
     Utility Holding Company Act of 1935, as amended (the "1935 Act"), and as
     such is exempt from all of the provisions of that act except Section
     9(a)(2) thereof.

          (xi) Independent Public Accountants. Each of the independent public
     accountants who have certified financial statements of the Company included
     or incorporated by reference in the Registration Statement and the
     Prospectus are (or, in the case of Arthur Andersen LLP, were during the
     periods covered by their report incorporated by reference in the Prospectus
     through the date of such report) independent public accountants as required
     by the 1933 Act and the 1933 Act Regulations. Additionally, any statements
     required by the 1933 Act and the 1933 Act Regulations have been included or
     incorporated by reference in the Prospectus reflecting that the Company
     terminated its engagement with Arthur Andersen LLP and engaged Deloitte &
     Touche LLP, independent public accountants.

          (xii) State Regulatory Approvals. The Company has obtained all
     requisite approvals of the Public Service Commission of Wisconsin (the
     "PSCW") and the Michigan Public Service Commission (the "MPSC"), if any,
     for the execution and delivery of the Indenture and the issuance and sale
     by the Company of the Securities to the Underwriters under this Agreement.

          (b) Officer's Certificates. Any certificate signed by any officer of
the Company delivered to the Representatives or to counsel for the Underwriters
shall be deemed a representation and warranty by the Company to each Underwriter
as to the matters covered thereby.




                                     - 6 -

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Securities. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price and with the terms set forth in Schedule B, the aggregate principal
amount of Securities set forth in Schedule A opposite the name of such
Underwriter, plus any additional amount of Securities which such Underwriter may
become obligated to purchase pursuant to the provisions of Section 10 hereof.

     (b) Payment. Payment of the purchase price for, and delivery of
certificates for, the Securities shall be made at the location specified on
Schedule B hereto, or at such other place as shall be agreed upon by the
Representatives and the Company at the Closing Time specified on Schedule B
hereto (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 Representatives and the Company (such time and date of
payment and delivery being herein called "Closing Time").

     Payment shall be made to the Company by wire transfer of immediately
available or next day funds as set forth in Schedule B to a bank account(s)
designated by the Company against delivery to or for the account of the
Representatives for the respective accounts of the Underwriters of certificates
for the Securities to be purchased by them. It is understood that each
Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Securities which it has agreed to purchase.

     (c) Denominations; Registration. Certificates for the Securities shall be
in such principal amounts and registered in such names as the Representatives
may request in writing at least one full business day before Closing Time. The
certificates for the Securities will be made available for examination by the
Representatives not later than 10:00 A.M. (Eastern Time) on the business day
prior to Closing Time.

     SECTION 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:

          (a) Compliance with Securities Regulations and Commission Requests.
     The Company, subject to Section 3(b), will prepare the Prospectus in a form
     approved by the Representatives and file such Prospectus pursuant to Rule
     424(b) within the time prescribed under Rule 424(b) or Rule 430(A)(3) as
     the case may be and will notify the Representatives immediately, 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



                                      - 7 -


     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 Company will promptly
     effect the filings necessary pursuant to Rule 424(b) (or Rule 430(A)(3), as
     the case may be) and will take such steps as it deems 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, it will promptly file such prospectus. The Company
     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. At any time when a prospectus is required to
     be delivered in connection with sales of Securities under the 1933 Act, the
     Company will give the Representatives notice of its intention to file or
     prepare any amendment to the Registration Statement or any amendment,
     supplement or revision to the Prospectus, whether pursuant to the 1933 Act,
     the 1934 Act or otherwise, will furnish the Representatives 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 Representatives or counsel for the Underwriters shall
     reasonably object.

          (c) Delivery of Registration Statements. The Company has furnished or
     will deliver to the Representatives and counsel for the Underwriters,
     without charge, two reproduced copies of an original signed copy 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 one reproduced copy of an original signed copy of all consents
     and certificates of experts, and will also deliver to the Representatives,
     without charge, a conformed copy of the Registration Statement as
     originally filed and of each amendment thereto (without exhibits) for each
     of the Underwriters. 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 its Electronic Data Gathering, Analysis and Retrieval System
     ("EDGAR") except to the extent permitted by Regulation S-T under the 1933
     Act.

          (d) Delivery of Prospectuses. The Company has delivered to each
     Underwriter, without charge, as many copies of any Preliminary Prospectus
     relating to the



                                     - 8 -


     Securities as such Underwriter reasonably requested, and the Company hereby
     consents to the use of such copies for purposes permitted by the 1933 Act.
     The Company will furnish to each Underwriter, without charge, during the
     period when the Prospectus is required to be delivered under the 1933 Act,
     such number of copies of the Prospectus (as amended or supplemented) as
     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 Company will comply
     with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the
     rules and regulations of the Commission thereunder (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 Company, to amend the Registration
     Statement or amend or supplement the Prospectus in order that the
     Prospectus will not include any untrue statement 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 Company 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 Company 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 Company will use its 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 (domestic or foreign) as the Representatives may reasonably
     designate and to maintain such qualifications in effect for a period of not
     less than one year from the date of this Agreement; provided, however, that
     the Company shall not 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 or to
     subject itself to taxation in respect of doing business in any jurisdiction
     in which it is not otherwise so subject. In each jurisdiction in which the
     Securities have been so qualified, the Company will file such statements
     and reports as may be required by the laws of such jurisdiction to continue



                                     - 9 -

     such qualification in effect for a period of not less than one year from
     the date of this Agreement.

          (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 its
     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.

          (h) Use of Proceeds. The Company will use the net proceeds received by
     it from the sale of the Securities in the manner specified in the
     Prospectus under "Use of Proceeds."

          (i) Listing. The Company will use its best efforts to effect the
     listing of the Securities on any such stock exchange or exchanges as are
     set forth in Schedule B hereto.

          (j) Restriction on Sale of Securities. Until the business day
     following Closing Time, the Company will not, without the prior written
     consent of the Representatives, sell or contract to sell or announce the
     offering of any debt securities of the Company with characteristics and
     terms similar to those of the Securities.

          (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.

          SECTION 4. Payment of Expenses.

          (a) Expenses. The Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement
(including financial statements and exhibits and the Form T-1) as originally
filed and of each amendment thereto, (ii) the preparation, printing,
reproduction and delivery to the Underwriters of this Agreement, any Agreement
among Underwriters, the Indenture 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 Securities to the Underwriters, including any transfer taxes and any stamp
or other duties payable upon the sale, issuance or delivery of the Securities to
the Underwriters, (iv) the fees and disbursements of the Company's counsel,
accountants and other advisors, (v) 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,
reproduction and delivery to the Underwriters of any blue sky or




                                     - 10 -

legal investment survey, (vi) the printing and delivery to the Underwriters of
copies of each Preliminary Prospectus and of the Prospectus and any amendments
or supplements thereto, (vii) the fees and expenses of the Trustee, including
the fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities, (viii) any fees payable in connection with the
rating of the Securities and (ix) the fees and expenses incurred in connection
with the listing, if applicable, of the Securities on any such exchange or
exchanges as are listed on Schedule B hereto.

     (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable 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 Company contained in Section 1(a) hereof
or in certificates of any officer of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its 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) within the
     applicable time period prescribed for such filing by the 1933 Act
     Regulations and in accordance with Section 3(a) hereof; 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 Company. At Closing Time, the
     Representatives shall have received the favorable opinion, dated as of
     Closing Time, of (i) Quarles & Brady LLP, counsel for the Company, to the
     effect set forth in Exhibit A-1 hereto and (ii) Sally R. Bentley, Esq., or
     A. William Finke, Esq., counsel for the Company, to the effect set forth in
     Exhibit A-2 hereto, each in form and substance satisfactory to the
     Representatives and to counsel for the Underwriters, together with signed
     or reproduced copies of such letter for each of the other Underwriters and
     addressed to the Underwriters and to such further effect as the
     Representatives and to counsel to the Underwriters may reasonably request.
     In giving such opinion such counsel may rely, as to all matters governed by
     the laws of jurisdictions other than the law of the State of Wisconsin and
     the federal law of the United States and the General Corporation Law of the
     State of Delaware, upon the opinions of counsel satisfactory to the
     Representatives. 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, the Trustee and public
     officials. Such counsel may also state that, inso-




                                     - 11 -

     far as such opinion involves matters of Michigan law relating to the
     authority to do business and the regulatory approval for the Securities in
     Michigan, they have relied upon the opinion of Loomis, Ewert, Parsley,
     Davis & Gotting, P.C., Michigan counsel to the Company. In rendering its
     opinion, Quarles & Brady LLP may also rely as to matters of Michigan law
     and the exempt status of the Company under the 1935 Act upon the opinion of
     Sally R. Bentley, Esq. or A. William Finke, Esq.

          (c) Opinion of Michigan Counsel for Company. At Closing Time, the
     Representatives shall have received the favorable opinion, dated as of
     Closing Time, of Loomis, Ewert, Parsley, Davis & Gotting, P.C., Michigan
     counsel for the Company, to the effect set forth in Exhibit A-3 hereto, in
     form and substance satisfactory to the Representatives and to counsel for
     the Underwriters, together with signed or reproduced copies of such letter
     for each of the other Underwriters and addressed to the Underwriters and to
     such further effect as the Representatives and counsel to the Underwriters
     may reasonably request.

          (d) Opinion of Counsel for Underwriters. At Closing Time, the
     Representatives shall have received the favorable opinion, dated as of
     Closing Time, of Cahill Gordon & Reindel, counsel for the Underwriters,
     together with signed or reproduced copies of such letter for each of the
     other Underwriters and addressed to the Underwriters with respect to such
     matters as the Representatives may reasonably request. In giving such
     opinion such counsel may rely, as to all matters governed by the laws of
     jurisdictions other than the law of the State of New York and the federal
     law of the United States (except as to the 1935 Act, as to which they may
     rely on the opinion of Sally R. Bentley, Esq.) and the General Corporation
     Law of the State of Delaware, upon the opinions of counsel for the Company,
     including such counsel referred to above in Sections 5(b) and 5(c) hereof,
     or other counsel satisfactory to the Representatives. 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, the Trustee and public officials.

          In addition, such counsel shall state that they have participated in
     conferences with officers and other representatives of the Company,
     representatives of the Underwriters and representatives of the independent
     public accountants for the Company at which conferences the contents of the
     Prospectus and the Registration Statement and related matters were
     discussed, and that given the limitations inherent in the role of outside
     counsel and the character of determinations involved in the preparation of
     a Registration Statement, such counsel are not passing upon and do not
     assume any responsibility for the accuracy, completeness or fairness of the
     statements contained in the Registration Statement or the Prospectus and
     have made no independent check or verification thereof (except as otherwise
     indicated in such letter). Such counsel shall



                                      -12-


     further state that, on the basis of the foregoing, no facts have come to
     their attention that lead them to believe that the Registration Statement
     or any amendment thereto, 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, as of its date or as of the Closing Time, contained or
     contains 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
     (it being understood that such counsel express no comment with respect to
     the Form T-1 or the financial statements, including the notes thereto, or
     any other financial or statistical data found in or derived from the
     internal accounting and other records of the Company set forth or referred
     to in the Registration Statement or the Prospectus).

          (e) Officers' Certificate. At Closing Time, there shall not have been,
     since the date hereof or since the respective dates as of which information
     is given in the 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 consolidated subsidiaries, if any,
     considered as one enterprise, whether or not arising in the ordinary course
     of business (a "Material Adverse Change"), and the Representatives shall
     have received a certificate of the President or a Vice President of the
     Company and of the chief financial officer, chief accounting officer or
     treasurer of the Company, dated as of Closing Time, to the effect that (i)
     there has been no such Material Adverse Change, (ii) the representations
     and warranties in Section 1(a) hereof are true and correct in all material
     respects, with the same force and effect as though expressly made at and as
     of Closing Time, (iii) 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 (iv) 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 are, to the knowledge of
     such officers, contemplated by the Commission.

          (f) Accountant's Comfort Letter. At the time of the execution of this
     Agreement, the Representatives shall have received letter(s) dated such
     date from the Company's independent public accountants/1/ (other than
     Arthur Andersen LLP) for the

- -----------------------
1    Accountants (other than Arthur Andersen) shall provide comfort to the
     extent they have provided audit opinions for fiscal years required to be
     included in the Prospectus and Prospectus Supplement in accordance with
     Regulations S-X.



                                     - 13 -


     periods covered by their respective reports included or incorporated by
     reference in the Registration Statement and the Prospectus (and the
     applicable interim periods), in form and substance satisfactory to the
     Representatives and substantially in the form of Exhibit B hereto (except
     for the letter to be delivered by Deloitte & Touche LLP for the year ended
     December 31, 2001 and the interim periods through September 30, 2002, which
     shall be substantially in the form of Exhibit C hereto) together with
     signed or reproduced copies of such letters for each of the other
     Underwriters and addressed to the Underwriters containing statements and
     information of the type ordinarily included in accountants' "comfort
     letters" to underwriters with respect to the financial statements and
     certain financial information contained in the Registration Statement and
     the Prospectus.

          (g) Bring-down Comfort Letter. At Closing Time, the Representatives
     shall have received from the Company's independent public accountants
     referred to in subsection (f) of this Section, letters dated as of the
     Closing Time, together with signed or reproduced copies of such letters for
     each of the other Underwriters and addressed to the Underwriters, to the
     effect that they reaffirm the statements made in the letter furnished
     pursuant to subsection (f) of this Section, except that the specified date
     referred to shall be a date not more than three business days prior to
     Closing Time.

          (h) Maintenance of Rating. At Closing Time, the Securities shall be
     rated by each of Moody's Investors Service, Inc. and Standard & Poor's
     Ratings Group, a division of McGraw-Hill, Inc., as set forth in Schedule B
     hereto. Since the date of this Agreement, there shall not have occurred a
     downgrading in the rating assigned to the Securities or any of the
     Company's other debt securities by any "nationally recognized statistical
     rating agency," as that term is defined by the Commission for purposes of
     Rule 436(g)(2) under the 1933 Act, and no such organization shall have
     publicly announced that it has under surveillance or review, with possible
     negative implications, its rating of the Securities or any of the Company's
     other debt securities.

          (i) Approval of Listing. At Closing Time, the Securities shall have
     been approved for listing on any such exchange or exchanges as are listed
     on Schedule B hereto, subject only to official notice of issuance.

          (j) Additional Documents. At Closing Time counsel for the Underwriters
     shall have been furnished with such documents and opinions as they
     reasonably 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 Company in connection with the issuance and sale of




                                     - 14 -


     the Securities as herein contemplated shall be satisfactory in form and
     substance to the Representatives and counsel for the Underwriters.

          (k) Termination of Agreement. 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 the Representatives by notice to the
     Company 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 6 and 7 shall survive any such
     termination and remain in full force and effect.

          (l) Chief Financial Officer's Certificate At the time of the execution
     of this Agreement and at Closing Time, the Representatives shall have
     received a certificate of the chief financial officer, chief accounting
     officer or treasurer of the Company substantially in the form of Exhibit D
     hereto.

          SECTION 6. Indemnification.


          (a) Indemnification of Underwriters. The Company agrees 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; provided that
     (subject to Section 6(d) below) any such settlement is effected with the
     written consent of the Company; and

          (iii) against any and all expense whatsoever, as incurred (including
     the reasonable fees and disbursements of counsel chosen by the
     Representatives), reasonably incurred in investigating, preparing or
     defending against any litigation, or any investigation



                                     - 15 -



     or proceeding by any governmental agency or body, commenced or threatened,
     or any claim whatsoever based upon any such untrue statement or omission,
     to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that (i) 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 the Representatives 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 (ii) such
indemnity with respect to any Preliminary Prospectus or the Prospectus shall not
inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, liability, claim,
damage or expense purchased the Securities which are the subject thereof if such
Underwriter did not send or deliver to such person a copy of the Prospectus (or
the Prospectus, as amended or supplemented), excluding documents incorporated
therein by reference, at or prior to the confirmation of the sale of the
Securities to such person in any case where such delivery is required by the
1933 Act and the untrue statement or omission of a material fact contained in
any Preliminary Prospectus or the Prospectus was corrected in the Prospectus (or
the Prospectus, as amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

     (b) Indemnification of Company, Directors and Officers. Each Underwriter
severally and not jointly agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act 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 the Representatives expressly for use in the Registration Statement (or
any amendment thereto) or such Preliminary Prospectus or the Prospectus (or any
amendment or supplement thereto).

     (c) Actions Against Parties; Notification. Promptly after receipt by an
indemnified party under this Section 6 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 6, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 6. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the



                                     - 16 -



commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the defendants (including
impleaded parties) in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it or other indemnified parties
which are different from or additional to those available to the in demnifying
party, the indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (in addition to local
counsel) representing the indemnified parties), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.

     (d) Settlement Without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     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 Company 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



                                     - 17 -

proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company 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 Company 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 the total underwriting discount 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 Company 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
Company or by an Underwriter in writing through the Representatives and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

     The Company 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.

     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 any 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.




                                     - 18 -

     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 person, if any, who controls the Company 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. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A hereto and not joint.

     SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of any Underwriter or controlling person, or by or on behalf of the
Company, and shall survive delivery of the Securities to the Underwriters.

     SECTION 9. Termination of Agreement.

     (a) Termination; General. The Representatives may terminate this Agreement,
by notice to the Company, at any time at or prior to Closing Time (i) if there
has been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus, any Material Adverse
Change, or (ii) if there has occurred any material adverse change in the
financial markets in the United States or the international financial markets,
any outbreak of hostilities or escalation thereof or other calamity or crisis
(including any terrorist activity), the effect of which is such as to make it,
in the judgment of the Representatives, impracticable to market the Securities
or to enforce contracts for the sale of the Securities, or (iii) if trading in
any securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the Nasdaq National
Market has been suspended or materially limited (other than to provide for an
orderly market), 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 other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities
or a material disruption in commercial banking or securities settlement or
clearance services shall have occurred.

     (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



                                     - 19 -

Section 4 hereof, and provided further that Sections 6 and 7 shall survive such
termination and remain in full force and effect.

     SECTION 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at Closing Time to purchase the Securities which it
or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representatives 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 principal amounts as may be agreed upon and
upon the terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:

          (a) if the aggregate principal amount of the Defaulted Securities does
     not exceed 10% of the aggregate principal amount of the 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 proportion that its underwriting obligation hereunder bears to the
     underwriting obligations of all non-defaulting Underwriters, or

          (b) if the aggregate principal amount of the Defaulted Securities
     exceeds 10% of the aggregate principal amount of the 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 (i) the Representatives or (ii) the Company
shall have the right to postpone 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. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section 10.

           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 the Representatives at the address set forth
in Schedule B; notices to the Company shall be directed to it at 231 West
Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201, attention of
Treasurer.




                                     - 20 -



     SECTION 12. Parties. This Agreement shall each inure to the benefit of and
be binding upon the Underwriters, the Company 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 their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters, the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of 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. EXCEPT AS
OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

     SECTION 14. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

     SECTION 15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                       S-1




     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Company and the Underwriters.

                                             Very truly yours,

                                             WISCONSIN ELECTRIC POWER COMPANY


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


The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule B.

[REPRESENTATIVES]


By: ____________________________
    Name:
    Title:


[For themselves and the other
Underwriters named in Schedule A
to the foregoing Agreement]


                                   SCHEDULE A

                        WISCONSIN ELECTRIC POWER COMPANY

                                 Debt Securities
                                 ---------------
      Underwriter                                             Principal Amount
- ----------------------------------------------------------  --------------------
     [Underwriters] ......................................    $_________________
                                 Total ...................    $
                                                               =================



                                   SCHEDULE B

                        WISCONSIN ELECTRIC POWER COMPANY

                                 Debt Securities

Underwriting Agreement dated _____________________, 200_

Registration Statement No(s).  333-_______________

Title and Certain Terms of Securities:

       Title: ___________________________________

       Principal amount: $___________________

       Maturity: ____________________________

       Interest Rate: _______%

       Interest Payment Dates: ________ and ________, commencing ________, 200__

       Sinking Fund:  None

       Redemption Provisions:

       Listing:  None

       Purchase Price:_____% of principal amount, plus accrued interest, if any,
       from ____________, 200__.

       Expected Reoffering Price: _____% of principal amount, plus any such
       accrued interest, subject to change by the Representatives.

General

       Rating: Moody's Investors Service, Inc.:
               Standard & Poor's Ratings Group:

       Closing Time and Location:

       _________, 200__ 8:30 A.M. (Central Time)


                  Offices of:

                  Quarles & Brady LLP
                  411 East Wisconsin
                  Milwaukee, WI  53202-4497

                  Settlement and Trading:  Book-Entry Only via the Depository
                  Trust Company ("DTC").  The Securities will trade in

                  DTC's Same Day Funds Settlement System.

                  Payment Method:  Wire transfer of immediately available funds.

                  Notices:  Notices to be given to the Underwriters should be
                  directed to the Representatives as follows:

                  Copies to:

                           [Representatives]

The respective principal amounts of the Securities to be purchased by each of
the Underwriters are set forth opposite their names in Schedule A hereto.



                                                                    Exhibit A-1

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     Capitalized terms used herein shall have the same definitions as set forth
in the underwriting agreement (the "Underwriting Agreement") to which this
Exhibit A-1 is attached.

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

     (ii) The Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the 1939 Act and (assuming the due
authorization, execution and delivery thereof by the Trustee) constitutes a
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     (iii) The Securities are in the form contemplated by the Indenture, have
been duly authorized by the Company and, assuming that the Securities have been
duly authenticated by the Trustee in the manner described in its certificate
delivered to you today (which fact such counsel need not determine by an
inspection of the Securities), the Securities have been duly executed, issued
and delivered by the Company and constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing, and
are entitled to the benefits of the Indenture.

     (iv) The Securities and the Indenture conform as to legal matters in all
material respects to the descriptions thereof contained in the Prospectus.

     (v) 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 our knowledge, 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.

                                     A-1-1



     (vi) The Registration Statement, the Prospectus, excluding the documents
incorporated by reference therein, 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, including any pro forma financial information and
supporting schedules included therein or omitted therefrom and the Statement of
Eligibility on Form T-1 of the Trustee, as to which we express no opinion),
appeared on their face to comply as to form in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act.

     (vii) The documents incorporated by reference in the Prospectus (other than
the financial statements and supporting schedules included therein or omitted
therefrom, as to which we need express no opinion), when they became effective
or were filed with the Commission, as the case may be, appeared on their face to
comply as to form in all material respects with the requirements of the 1933 Act
or the 1934 Act, as applicable, and the rules and regulations of the Commission
thereunder.

     (viii) All requisite approvals of the PSCW for the execution and delivery
of the Indenture and the issuance and sale by the Company of the Securities to
the Underwriters under the Underwriting Agreement have been obtained; and the
Securities have been issued and sold to the Underwriters by the Company in
conformity with the order of such commission issued with respect thereto. We
know of no other approvals of regulatory authorities required in connection with
the foregoing matters, other than approvals which may be required under state
securities laws.

     (ix) The Company is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the 1940 Act.

     We have participated in conferences with officers and other representatives
of the Company, representatives of the Underwriters and representatives of the
independent public accountants for the Company at which conferences the contents
of the Prospectus and the Registration Statement and related matters were
discussed. Given the limitations inherent in the role of outside counsel and the
character of determinations involved in the preparation of a Registration
Statement, we are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus and have made no independent check or
verification thereof (except as otherwise indicated above). On the basis of the
foregoing, no facts have come to our attention that lead us to believe that the
Registration Statement or any amendment thereto, 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, as of its date or as of the date hereof, contained or contains 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 (it being understood
that we express no comment with respect to the Form T-1 or the financial
statements, including the

                                     A-1-2



notes thereto, or any other financial or statistical data found in or derived
from the internal accounting and other records of the Company set forth or
referred to in the Registration Statement or the Prospectus).

     In rendering such opinion, such counsel may rely as to matters of fact (but
not as to legal conclusions), to the extent they deem proper, on certificates of
responsible officers of the Company, representatives of the Trustee and public
officials. In giving such opinion such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of
Wisconsin and the federal law of the United States and the General Corporation
Law of the State of Delaware, upon the opinions of counsel satisfactory to the
Representatives, including in the case of Michigan law, upon the opinion of
Loomis, Ewert, Parsley, Davis & Gotting, P.C., Michigan counsel to the Company.
Such counsel may rely on the opinion of Sally R. Bentley, Esq. or A. William
Finke, Esq. as to matters of Michigan law and the exempt status of the Company
under the 1935 Act. Such opinion shall not state that it is to be governed or
qualified by, or that it is otherwise subject to, any treatise, written policy
or other document relating to legal opinions, including, without limitation, the
Legal Opinion Accord of the ABA Section of Business Law (1991).

                                     A-1-3



                                                                     Exhibit A-2

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     Capitalized terms used herein shall have the same definitions as set forth
in the underwriting agreement (the "Underwriting Agreement") to which this
Exhibit A-2 is attached.

     (i) The Company has been duly incorporated and is validly existing as a
corporation in active status under the laws of the State of Wisconsin.

     (ii) The Company has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Agreement.

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

     (iv) The Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the 1939 Act and (assuming the due
authorization, execution and delivery thereof by the Trustee) constitutes a
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     (v) The Securities are in the form contemplated by the Indenture, have been
duly authorized by the Company and, assuming that the Securities have been duly
authenticated by the Trustee in the manner described in its certificate
delivered to you today (which fact such counsel need not determine by an
inspection of the Securities), the Securities have been duly executed, issued
and delivered by the Company and constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing, and
are entitled to the benefits of the Indenture.

     (vi) The Securities and the Indenture conform as to legal matters in all
material respects to the descriptions thereof contained in the Prospectus.

                                     A-2-1



     (vii) 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 my knowledge, 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.

     (viii) The Registration Statement, the Prospectus, excluding the documents
incorporated by reference therein, 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, including any pro forma financial information and
supporting schedules included therein or omitted therefrom and the Form T-1, as
to which I express no opinion), appeared on their face to comply as to form in
all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and the 1939 Act.

     (ix) The documents incorporated by reference in the Prospectus (other than
the financial statements and supporting schedules included therein or omitted
therefrom, as to which I express no opinion), when they became effective or were
filed with the Commission, as the case may be, appeared on their face to comply
as to form in all material respects with the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the Commission
thereunder.

     (x) To the best of my knowledge, there are no statutes or regulations that
are required to be described in the Prospectus that are not described as
required.

     (xi) All descriptions in the Registration Statement of written contracts
and other documents to which the Company is a party are accurate in all material
respects; to the best of my knowledge, 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 or references thereto are correct in all material respects.

     (xii) To the best of my knowledge, the Company is not in violation of its
charter or by-laws and no default by the Company exists 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.

     (xiii) All requisite approvals of the PSCW for the execution and delivery
of the Indenture and the issuance and sale by the Company of the Securities to
the Underwriters under the Underwriting Agreement have been obtained; and the
Securities have been issued and sold to the Underwriters by the Company in
conformity with the order of such commission

                                      A-2-2



issued with respect thereto. I know of no other approvals of regulatory
authorities required in connection with the foregoing matters, other than
approvals which may be required under state securities laws.

     (xiv) The execution, delivery and performance of the Underwriting
Agreement, the Indenture and the Securities and the consummation of the
transactions contemplated in the Underwriting Agreement and in the Registration
Statement (including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the Prospectus under
the caption "Use of Proceeds") and compliance by the Company with its
obligations under the Underwriting Agreement, the Indenture and the Securities
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 default or similar
event under or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to any written
contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
lease or any other agreement or instrument, known to me, to which the Company is
a party or by which it may be bound, or to which any of the property or assets
of the Company is subject (except for such conflicts, breaches, similar events
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 applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to me, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any of its properties, assets or operations.

     (xv) The Company is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the 1940 Act.

     (xvi) The Company is exempt from the provisions of the 1935 Act, except
Section 9(a)(2) thereof relating to the acquisition of securities of other
public utility companies.

     I have participated in conferences with officers and other representatives
of the Company, representatives of the Underwriters and representatives of the
independent public accountants for the Company at which conferences the contents
of the Prospectus and the Registration Statement and related matters were
discussed. Given the character of determinations involved in the preparation of
a Registration Statement, I am not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus and have made no
independent check or verification thereof (except as otherwise indicated above).
On the basis of the foregoing, no facts have come to my attention that lead me
to believe that the Registration Statement or any amendment thereto, 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, as of its date or as of the date hereof, contained or
contains 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

                                      A-2-3



(it being understood that I express no comment with respect to the Form T-1 or
the financial statements, including the notes thereto, or any other financial or
statistical data found in or derived from the internal accounting and other
records of the Company set forth or referred to in the Registration Statement or
the Prospectus).

     In rendering such opinion, such counsel may rely as to matters of fact (but
not as to legal conclusions), to the extent such counsel deems proper, on
certificates of responsible officers of the Company, representatives of the
Trustee and public officials. In giving such opinion such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the law of the
State of Wisconsin and the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representatives, including, in the case of Michigan law,
upon the opinion of Loomis, Ewert, Parsley, Davis & Gotting, P.C., Michigan
counsel to the Company. Such opinion shall not state that it is to be governed
or qualified by, or that it is otherwise subject to, any treatise, written
policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

                                      A-2-4



                                                                     Exhibit A-3

                  FORM OF OPINION OF COMPANY'S MICHIGAN COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(c)

     Capitalized terms used herein have the same definitions as set forth in the
underwriting agreement to which this Exhibit A-3 is attached.

     (i) No consent, approval or withholding of objection by the Michigan Public
Service Commission ("Commission") is required for the issuance under the
Indenture and sale by the Company of the Securities to you pursuant to the
Underwriting Agreement. Under the Michigan Utility Securities Act 1909 PA 144,
as amended; MCL 460.301 et seq.; MSA 22.101 et seq., the Company formerly would
have been required to file an application with the Commission, and obtain an
order from the Commission approving the issuance and sale of the Securities. The
Michigan Utility Securities Act was repealed in its entirety on December 27,
1995 by 1995 PA 246. With the repeal of the Michigan Utility Securities Act, no
other provision of Michigan law requires Commission consent, approval or
withholding of objection for the issuance of securities. No approvals of the
Commission were required for the execution and delivery of the Indenture under
former current law.

     (ii) The Company was validly authorized on December 6, 1977 to transact
business or conduct affairs in the State of Michigan, and holds a valid
certificate of authority to transact business or conduct affairs in the State of
Michigan. As of the date hereof, the Company remains in good standing and is
duly authorized to transact business or conduct affairs in the State of
Michigan.

     Such opinion shall state that Sally R. Bentley, Esq. or A. William Finke,
Esq.; Quarles & Brady, LLP; and Cahill Gordon & Reindel may rely upon such
opinion as to all matters of Michigan law addressed therein as fully as if such
opinion were addressed to them.


                                     A-3-1



                                                                       Exhibit B

          FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)

(1)  We are independent certified public accountants with respect to the Company
     within the meaning of the 1933 Act and the applicable published 1933 Act
     Regulations.

(2)  In our opinion, the audited financial statements and the related financial
     statement schedules included or incorporated by reference in the
     Registration Statement and the Prospectus comply as to form in all material
     respects with the applicable accounting requirements of the 1933 Act, the
     1934 Act and the related rules and regulations thereunder.

(3)  On the basis of procedures (but not an examination in accordance with
     generally accepted auditing standards) consisting of a reading of the
     unaudited interim financial statements of the Company for the [three month
     periods ended March 31, 200_ and 200_, the three and six month periods
     ended June 30, 200_ and 200_ and the three and nine month periods ended
     September 30, 200_ and 200_] included or incorporated by reference in the
     Registration Statement and the Prospectus (collectively, the "10-Q
     Financials"), a reading of the latest available unaudited interim financial
     statements of the Company, a reading of the minutes of all meetings of the
     stockholders and directors of the Company and the Audit Committee of the
     Company's Board of Directors since _____________, 200__, inquiries of
     certain officials of the Company responsible for financial and accounting
     matters, a review of interim financial information in accordance with
     standards established by the American Institute of Certified Public
     Accountants in Statement on Auditing Standards No. 71, Interim Financial
     Information ("SAS 71"), with respect to the description of relevant periods
     and such other inquiries and procedures as may be specified in such letter,
     nothing came to our attention that caused us to believe that:

               (A) the 10-Q Financials incorporated by reference in the
          Registration Statement and the Prospectus do not comply as to form in
          all material respects with the applicable accounting requirements of
          the 1934 Act and the 1934 Act Regulations applicable to unaudited
          financial statements included in Form 10-Q or any material
          modifications should be made to the 10-Q Financials incorporated by
          reference in the Registration Statement and the Prospectus for them to
          be in conformity with generally accepted accounting principles; and

               (B) with respect to the period from _____, _____ to _____, _____,
          there was any change, increase or decrease in the common stock and
          other paid-in capital, long-term debt and retained earnings of the
          Company and its

                                       B-1



          subsidiaries, if any, in each case as compared with amounts shown in
          the latest balance sheet included in the Registration Statement,
          except in each case for changes, decreases or increases that the
          Registration Statement discloses have occurred or may occur,
          except ___________;

(4)  Based upon the procedures set forth in clause (3) above, a reading of the
     unaudited financial statements of the Company for the most recent period
     that have not been included in the Registration Statement and a review of
     such financial statements in accordance with SAS No. 71, nothing came to
     our attention that caused us to believe that the unaudited amounts for net
     sales, net earnings or retained earnings of the Company for the most recent
     period do not agree with the amounts set forth in the unaudited financial
     statements for that period or that such unaudited amounts were not
     determined on a basis substantially consistent with that of the
     corresponding amounts in the audited financial statements.

(5)  [we are unable to and do not express any opinion on the Pro Forma Combining
     Statement of Operations (the "Pro Forma Statement") included in
     the Registration Statement or on the pro forma adjustments applied to the
     historical amounts included in the Pro Forma Statement; however, for
     purposes of this letter we have:

               (A)  read the Pro Forma Statement;

               (B) performed a review in accordance with SAS No. 71 of the
          financial statements to which the pro forma adjustments were applied;

               (C) made inquiries of certain officials of the Company who have
          responsibility for financial and accounting matters about the basis
          for their determination of the pro forma adjustments and whether the
          Pro Forma Statement complies as to form in all material respects with
          the applicable accounting requirements of Rule 11-02 of Regulation
          S-X; and

               (D) proved the arithmetic accuracy of the application of the pro
          forma adjustments to the historical amounts in the Pro Forma
          Statement;

     on the basis of such procedures and such other inquiries and procedures as
     specified herein, nothing came to our attention that caused us to believe
     that the Pro Forma Statement included in the Registration Statement does
     not comply as to form in all material respects with the applicable
     requirements of Rule 11-02 of Regulation S-X or that the pro forma
     adjustments have not been properly applied to the historical amounts in the
     compilation of those statements.]


                                      B-2



(6)  In addition to the procedures referred to in clause (3) above, we have
     performed other procedures, not constituting an audit, with respect to
     certain amounts, percentages, numerical data and financial information
     appearing in the Registration Statement, which are specified herein, and
     have compared certain of such items with, and have found such items to be
     in agreement with, the accounting and financial records of the Company.


                                      B-3



                                                                       Exhibit C

            ALTERNATE FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO
                                  SECTION 5(e)

(1)  Since the date of our engagement by the Company on ___________, 2002, we
     are independent certified public accountants with respect to the Company
     within the meaning of the Act and the applicable rules and regulations
     thereunder adopted by the Securities and Exchange Commission (the SEC).

(2)  We have not audited any financial statements of the Company as of any date
     or for any period. Therefore, we are unable to and do not express any
     opinion on the Company's financial position, results of operations or cash
     flows as of any date or for any period.

(3)  For purposes of this letter, we have read the 2002 minutes of meetings of
     the stockholders, the board of directors and the committees of the board of
     directors of the Company as set forth in the minutes books at
     _____________, 2002, officials of the Company having advised us that the
     minutes of all such meetings through that date were set forth therein; we
     have carried out other procedures to ______________, 2002, as follows (our
     work did not extend to the period from ______________, 2002 to
     _______________, 2002, inclusive):

          a.   With respect to the three month and nine month periods ended
               September 30, 2002, we have--

               (i)  Performed the procedures specified by the American Institute
                    of Certified Public Accountants for a review of interim
                    financial information as described in SAS No. 71, Interim
                    Financial Information, on the unaudited condensed balance
                    sheet as of September 30, 2002 and unaudited condensed
                    statements of income and cash flows for the three month and
                    nine month periods ended September 30, 2002 included in the
                    Registration Statement.

               (ii) Inquired of certain officials of the Company who have
                    responsibility for financial and accounting matters whether
                    the unaudited condensed financial statements referred to in
                    a (i) comply as to form in all material respects with the
                    applicable accounting requirements of the Act and the
                    related rules and regulations adopted by the SEC.

          b.   With respect to the period from October 1, 2002 to _____________,
               2002, we have--



                                      C-1



          (i)  Read the unaudited financial statements of the Company and
               subsidiaries for _______________ of 2002 furnished us by the
               Company, officials of the Company having advised us that no such
               financial statements as of any date or for any period subsequent
               to ________________, 2002 were available.

          (ii) Inquired of certain officials of the Company who have
               responsibility for financial and accounting matters whether the
               unaudited financial statements referred to in b(i) are stated on
               a basis substantially consistent with that of the audited
               financial statements included in the Registration Statement.

The foregoing procedures do not constitute an audit conducted in accordance with
auditing standards generally accepted in the United States of America. Also,
they would not necessarily reveal matters of significance with respect to the
comments in the following paragraph. Accordingly, we make no representations
regarding the sufficiency of the foregoing procedures for your purposes.

     (4)  Nothing came to our attention as a result of the foregoing procedures,
          however, that caused us to believe that--

     a.   (i) Any material modifications should be made to the unaudited
          condensed financial statements described in (3)a(i) and included in
          the Registration Statement for them to be in conformity with
          accounting principles generally accepted in the United States of
          America.

          (ii)The unaudited condensed financial statements described in (3)a(i)
          do not comply as to form in all material respects with the applicable
          accounting requirements of the Act and the related rules and
          regulations adopted by the SEC.

     b.   (i) At _______________, 2002, there was any change in the common stock
          equity, increase in long-term debt or decrease in total assets or
          shareholders' equity of the Company as compared with amounts shown in
          the September 30, 2002 unaudited condensed balance sheet included in
          the Registration Statement, or

          (ii)For the period from October 1, 2002 to _____________, 2002, there
          were any decreases, as compared to the corresponding period in the
          preceding year, in operating income, or in the total or per-share
          amounts of income before taxes or of income available for common
          shareholders, except in all instances for changes, increases or
          decreases that the Registration Statement discloses have occurred or
          may occur except ________________.

     (5)  As mentioned in (3)b, Company officials have advised us that no
          financial statements as of any date or for any period subsequent to
          _____________, 2002 are available; accordingly, the procedures carried
          out by us with respect to changes in


                                      C-2



     financial statement items after ______________, 2002, have, of necessity
     been even more limited than those with respect to the periods referred to
     in (3). We have inquired of certain officials of the Company who have
     responsibility for financial and accounting matters whether (a) at
     __________________, 2002, there was any change in the common stock equity,
     increase in long-term debt or any decrease in total assets or shareholders'
     equity of the companies as compared with amounts shown on the September 30,
     2002 unaudited condensed balance sheet included in the Registration
     Statement or (b) for the period from October 1, 2002 to _________________,
     2002, there were any decreases, as compared with the corresponding period
     in the preceding year, in operating income or in the total or per-share
     amounts of income before taxes or of income available for common
     shareholders. On the basis of these inquiries and our reading of the
     minutes as described in (3), nothing came to our attention that caused us
     to believe that there was any such change, increase or decrease, except in
     all instances for changes, increases or decreases that the Registration
     Statement discloses have occurred or may occur, except ________________.

(6)  In addition to the procedures referred to in clause (3) above, we have
     performed other procedures, not constituting an audit, with respect to
     certain amounts, percentages, numerical data and financial information
     appearing in the Registration Statement, which are specified herein, and
     have compared certain of such items with, and have found such items to be
     in agreement with, the accounting and financial records of the Company.

                                      C-3


                                                                       Exhibit D

                     CERTIFICATE OF CHIEF FINANCIAL OFFICER

                  I,           ,           of the Company, hereby certify that I
have read each of the items marked on the attached copy of the Prospectus,
dated ___________, _____ and the documents incorporated by reference therein and
have:

     1. compared each such item with the corresponding amount, or recomputed
such item based upon amounts or percentages, included in the Company's financial
statements and notes thereto or in schedules or reports derived from the
accounting records of the Company for the applicable periods and found them to
be in agreement; and

     2. verified the accuracy of such other amounts, percentages, numerical data
and financial information appearing in the Prospectus as may be reasonably
requested by the Representatives and specifically enumerated in this
certificate.

EX-5

[Wisconsin Electric Letterhead]

Exhibit 5

November 6, 2002

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, WI 53201

Ladies and Gentlemen:

I refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by Wisconsin Electric Power Company (the “Company”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 with respect to the proposed offering pursuant to the prospectus (the “Prospectus”) contained in the Registration Statement of up to $800,000,000 aggregate principal amount of (a) one or more new series of the Company’s First Mortgage Bonds (each such series being hereinafter referred to as a “Series of New Bonds,” collectively the “New Bonds”) and/or (b) one or more new series of the Company’s debt securities (the “Debt Securities”) (each such series being hereinafter referred to as a “Series of Securities,” collectively the “Securities”).

As Assistant Vice President—Legal Services of the Company, I have examined (i) the Registration Statement, (ii) the Mortgage and Deed of Trust dated October 28, 1938, between the Company and U.S. Bank National Association (successor to First Wisconsin Trust Company), as Trustee, as supplemented and amended, and as proposed to be supplemented by a Supplemental Indenture relating to each Series of New Bonds (such Mortgage and Deed of Trust, as so supplemented and amended and to be supplemented in respect of a Series of New Bonds, being herein called the “Mortgage” relating to such Series of New Bonds), (iii) the Indenture dated as of December 1, 1995 (including, as exhibits, forms of Registered Security and Bearer Security thereunder) between the Company and U.S. Bank National Association (successor to Firstar Trust Company), as Trustee, providing for the issuance of the Securities from time to time in one or more Series, pursuant to the terms of one or more Securities Resolutions or supplemental indentures creating such Series (the “Indenture”), (iv) corporate proceedings of the Company relating to the Registration Statement, the New Bonds and the Securities, and (v) such other documents and records, and such matters of law, as I have deemed necessary or advisable for the purposes of this opinion.

On the basis of the foregoing, I advise you that, in my opinion:

1. The Company is a corporation duly organized and existing under the laws of the State of Wisconsin.

2. When (a) the Registration Statement, as it may have been amended or supplemented, shall have become effective under the Securities Act of 1933 and the Mortgage relating to the New Bonds shall have been qualified under the Trust Indenture Act of 1939, and (b) in the case of each Series of New Bonds, the Board of Directors (including any duly authorized committee thereof) shall have taken all necessary further action to approve the terms of such Series and of the related Supplemental Indenture and to authorize the issuance and sale of such Series as contemplated in the Registration Statement, all requisite Public Service Commission of Wisconsin (“PSCW”) approvals and any other necessary regulatory approvals with respect to such Series shall be in effect at the time of the issuance of such Series, and the Supplemental Indenture setting forth the terms of such Series shall have been duly executed and delivered by the Company and the Trustee, then, upon execution and delivery of such Series against payment in accordance with the authorization of the Board of Directors (including any duly authorized committee thereof), such regulatory approvals and the Mortgage relating to such Series, such Series of New Bonds will be legally valid and binding obligations of the Company, entitled to the benefits and security of the Mortgage relating to such Series.

3. When (a) the Registration Statement, as it may have been amended or supplemented, shall have become effective under the Securities Act of 1933 and the Indenture relating to the Securities shall have been qualified under the Trust Indenture Act of 1939, and (b) in the case of each Series of Securities, the Board of Directors (including any duly authorized committee thereof) or an officer or committee of officers pursuant to Board delegation shall have taken all necessary further action to approve the terms of such Series and of the related Securities Resolution or supplemental indenture creating such Series and to authorize the issuance and sale of such Series as contemplated in the Registration Statement, all requisite PSCW approvals and any other necessary regulatory approvals with respect to such Series shall be in effect at the time of the issuance of such Series, and the Securities Resolution or supplemental indenture setting forth the terms of such Series shall have been duly adopted, or duly executed and delivered by the Company and the Trustee, as the case may be, then, upon execution and delivery of such Series against payment in accordance with the authorization of the Board of Directors (including any duly authorized committee thereof) or an officer or committee of officers pursuant to Board delegation, such regulatory approvals and the Indenture relating to such Series, such Series of Securities will be legally valid and binding obligations of the Company, entitled to the benefits of the Indenture relating to such Series.

I consent to (a) the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and (b) the references made to me under or with respect to material under the captions “Description of New Bonds” and “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/    Sally R. Bentley

Sally R. Bentley

Assistant Vice President—Legal Services

Wisconsin Electric Power Company

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 6, 2001 relating to the financial statements as of December 31, 2000 and for each of the two years in the period ended December 31, 2000, which appears in Wisconsin Electric Power Company’s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/    PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Milwaukee, Wisconsin

November 6, 2002

EX-23.4

Exhibit 23.4

[Wisconsin Electric Letterhead]

November 6, 2002

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, WI 53201

Ladies and Gentlemen:

I hereby consent to the reference to me under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement on Form S-3 relating to First Mortgage Bonds and Debt Securities which you are filing under the Securities Act of 1933. In giving this consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/    A. William Finke

A. William Finke

Counsel

EX-23.5

Exhibit 23.5

[Loomis, Ewert, Parsley, Davis & Gotting Letterhead]

November 6, 2002

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, WI 53201

Ladies and Gentlemen:

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement on Form S-3 relating to First Mortgage Bonds and Debt Securities which you are filing under the Securities Act of 1933. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/S/    LOOMIS, EWERT, PARSLEY,

DAVIS & GOTTING, P.C.

Loomis, Ewert, Parsley,

Davis & Gotting, P.C.

EX-23.6

Exhibit 23.6

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, WI 53202-4497

Telephone: 414-277-5000

Fax: 414-271-3552

November 6, 2002

Wisconsin Electric Power Company

231 West Michigan Street

P. O. Box 2046

Milwaukee, WI 53201

Ladies and Gentlemen:

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement on Form S-3 relating to First Mortgage Bonds and Debt Securities which you are filing under the Securities Act of 1933. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/    Quarles & Brady LLP

QUARLES & BRADY LLP

EX-25.1

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)               

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

180 East Fifth Street
St. Paul, Minnesota	55101
(Address of principal executive offices)	(Zip Code)

Peter M. Brennan

U.S. Bank National Association

1555 N. River Center Drive Suite 301

Milwaukee, WI 53212

(414) 905-5003

(Name, address and telephone number of agent for service)

Wisconsin Electric Power Company

(Issuer with respect to the Securities)

Wisconsin	39-0476280
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

231 West Michigan Street, P.O. Box 2046	53201
(Address of Principal Executive Offices)	(Zip Code)

First Mortgage Bonds

(Title of the Indenture Securities)

FORM T-1

Item 1.    GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.    AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15    Items 3-14 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. Item 15 is not applicable because the Trustee is not a foreign trustee.

Item 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business*.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2002, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Statement 333-67188.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, State of Wisconsin on the 6th day of November, 2002.

U.S. BANK NATIONAL ASSOCIATION

By:	/S/    PETER M. BRENNAN
	Peter M. Brennan
	Assistant Vice President

By:	/S/    MICHAEL K. HERBERGER
	Michael K. Herberger
	Trust Officer

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 6, 2002

U.S. BANK NATIONAL ASSOCIATION

By:	/S/    PETER M. BRENNAN
	Peter M. Brennan
	Assistant Vice President

By:	/S/    MICHAEL K. HERBERGER
	Michael K. Herberger
	Trust Officer

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2002

($000’s)

	6/30/2002
Assets
Cash and Due from Depository Institutions	$	7,701,764
Federal Reserve Stock		0
Securities		30,378,793
Federal Funds		894,653
Loans & Lease Financing Receivables		111,796,073
Fixed Assets		1,645,483
Intangible Assets		8,367,221
Other Assets		6,633,874
Total Assets	$	167,417,861
Liabilities
Deposits	$	109,744,434
Fed Funds		2,967,542
Treasury Demand Notes		0
Trading Liabilities		205,636
Other Borrowed Money		25,663,586
Acceptances		164,926
Subordinated Notes and Debentures		5,332,594
Other Liabilities		4,131,747
Total Liabilities	$	148,210,465
Equity
Minority Interest in Subsidiaries	$	989,046
Common and Preferred stock		18,200
Surplus		11,310,529
Undivided Profits		6,889,621
Total Equity Capital	$	19,207,396
Total Liabilities and Equity Capital	$	167,417,861

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/    PETER M. BRENNAN
	Assistant Vice President

Date: November 6, 2002

EX-25.2

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)               

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

180 East Fifth Street
St. Paul, Minnesota	55101
(Address of principal executive offices)	(Zip Code)

Peter M. Brennan

U.S. Bank National Association

1555 N. River Center Drive Suite 301

Milwaukee, WI 53212

(414) 905-5003

(Name, address and telephone number of agent for service)

Wisconsin Electric Power Company

(Issuer with respect to the Securities)

Wisconsin	39-0476280
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

231 West Michigan Street, P.O. Box 2046	53201
(Address of Principal Executive Offices)	(Zip Code)

Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1.    GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.    AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15    Items 3-14 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. Item 15 is not applicable because the Trustee is not a foreign trustee.

Item 16.    LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of June 30, 2002, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*Incorporated by reference to Registration Number 333-67188.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Milwaukee, State of Wisconsin on the 6th day of November, 2002.

U.S. BANK NATIONAL ASSOCIATION

By:	/s/    PETER M. BRENNAN
	Peter M. Brennan
	Assistant Vice President

By:	/s/    MICHAEL K. HERBERGER
	Michael K. Herberger
	Trust Officer

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 6, 2002

U.S. BANK NATIONAL ASSOCIATION

By:	/s/    PETER M. BRENNAN
	Peter M. Brennan
	Assistant Vice President

By:	/s/    MICHAEL K. HERBERGER
	Michael K. Herberger
	Trust Officer

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2002

($000’s)

	6/30/2002
Assets
Cash and Due from Depository Institutions	$	7,701,764
Federal Reserve Stock		0
Securities		30,378,793
Federal Funds		894,653
Loans & Lease Financing Receivables		111,796,073
Fixed Assets		1,645,483
Intangible Assets		8,367,221
Other Assets		6,663,874
Total Assets	$	167,417,861
Liabilities
Deposits	$	109,744,434
Fed Funds		2,967,542
Treasury Demand Notes		0
Trading Liabilities		205,636
Other Borrowed Money		25,663,586
Acceptances		164,926
Subordinated Notes and Debentures		5,332,594
Other Liabilities		4,131,747
Total Liabilities	$	148,210,465
Equity
Minority Interest in Subsidiaries	$	989,046
Common and Preferred stock		18,200
Surplus		11,310,529
Undivided Profits		6,889,621
Total Equity Capital	$	19,207,396
Total Liabilities and Equity Capital	$	167,417,861

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/    PETER M. BRENNAN
	Assistant Vice President

Date: November 6, 2002