CERTIFIED COPY
OF
SECURITIES RESOLUTION NO. 8
OF
WISCONSIN ELECTRIC POWER COMPANY
I, KEITH H. ECKE,
Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY
(the “Company”), do hereby certify that the attached is
a true and correct copy of Securities Resolution No. 8 under
the Indenture dated as of December 1, 1995 between the Company
and U.S. Bank National Association, as successor to Firstar Trust
Company, as Trustee, which has been duly adopted by the Vice
President and Treasurer of the Company pursuant to authorization
delegated to him by the Board of Directors of the Company at a
meeting duly called and held on December 6, 2007; that a
quorum of said Board was present at said meeting and voted
throughout; and I do further certify that said resolution has not
been rescinded and remains in full force and effect.
IN WITNESS
WHEREOF, I have hereunto set my hand and affixed the corporate seal
of said WISCONSIN ELECTRIC POWER COMPANY this 1st day of October,
2008.
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/s/ Keith H.
Ecke
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Keith H.
Ecke
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Assistant
Corporate Secretary
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6.00% DEBENTURES DUE APRIL 1,
2014
SECURITIES RESOLUTION NO. 8
OF
WISCONSIN ELECTRIC POWER COMPANY
The
actions described below are taken by the Board (as defined in the
Indenture referred to below) of WISCONSIN ELECTRIC POWER COMPANY
(the “Company”), or by an Officer or committee of
Officers pursuant to Board delegation, pursuant to resolutions
adopted by the Board of Directors of the Company as of
December 6, 2007 and Section 2.01 of the 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. Terms used herein and not
defined have the same meaning as in the Indenture.
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RESOLVED, that a new series of
Securities is authorized as follows:
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1.
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The
title of the series is 6.00% Debentures due April 1, 2014
(“6.00% Debentures”).
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2.
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The
form of the 6.00% Debentures shall be substantially in the form of
Exhibit 1 hereto.
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3.
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The
6.00% Debentures shall have the terms set forth in
Exhibit 1.
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4.
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The
6.00% Debentures shall have such other terms as are set forth in
Exhibit 2 hereto.
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5.
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The
6.00% Debentures shall be sold to the underwriter(s) named in the
Prospectus Supplement dated September 25, 2008 on the
following terms:
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Aggregate
Principal Amount: $300,000,000
Price to Public: 99.806%
Underwriting Discount: 0.600%
Closing Date: October 1, 2008
This Securities
Resolution shall be effective as of September 25,
2008.
WISCONSIN ELECTRIC POWER COMPANY
6.00% Debentures due April 1, 2014
WISCONSIN
ELECTRIC POWER COMPANY
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April 1 and
October 1
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March 15
and September 15
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Dated:
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WISCONSIN
ELECTRIC POWER COMPANY
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Transfer Agent
and Paying Agent
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by
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[Title of
Authorized Officer]
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(CORPORATE
SEAL)
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ASSOCIATION
Registrar, by
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[Assistant]
Secretary
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WISCONSIN ELECTRIC POWER COMPANY
6.00% Debentures due April 1, 2014
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1.
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Interest.
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Wisconsin Electric Power Company
(the “Company”), a Wisconsin corporation, promises to
pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually
on April 1 and October 1 of each year commencing April 1, 2009.
Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from
October 1, 2008. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
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2.
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Method of Payment.
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The
Company will pay interest on the Securities to the persons who are
registered holders of Securities at the close of business on the
record date for the next interest payment date, except as otherwise
provided in the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private
debts. The Company may pay principal and interest by check payable
in such money. It may mail an interest check to a holder’s
registered address.
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3.
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Securities Agents.
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Initially, U.S. Bank National
Association will act as Paying Agent, Transfer Agent and Registrar.
The Company may change any Paying Agent or Transfer Agent without
notice. The Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change the
Trustee.
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4.
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Indenture.
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The
Company issued the securities of this series (the
“Securities”) 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) (the “Trustee”). The terms of the
Securities include those stated in the Indenture and in the
Securities Resolution establishing the Securities and those made
part of the Indenture by the Trust Indenture Act of 1939 (15 U.S.
Code Sections 77aaa-77bbbb). Securityholders are referred to
the Indenture, the Securities Resolution and such Act for a
statement of such terms.
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5.
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Redemption.
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The
Securities will be redeemable as a whole at any time, or in part
from time to time, at the Company’s option, at a redemption
price equal to the greater of (a) 100% of the principal amount
of the Securities being redeemed or (b) the sum of the present
values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate
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2
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applicable to the Securities plus 45
basis points, plus accrued interest to the redemption
date.
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“Comparable Treasury
Issue” means the United States Treasury security or
securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term
of the Securities being redeemed that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such
Securities.
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“Comparable Treasury
Price” means, with respect to any redemption date,
(a) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (b) if the
Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
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“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed
by the Trustee after consultation with the Company.
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“Reference Treasury
Dealer” means Citigroup Global Markets Inc., its successors,
and five other primary U.S. government securities dealers in The
City of New York (a “Primary Treasury Dealer”) selected
by us. If any Reference Treasury Dealer shall cease to be a Primary
Treasury Dealer, we will select another Primary Treasury Dealer
which will be substituted for that dealer.
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“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in
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