Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM T-1
                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

          Check if an Application to Determine Eligibility of a Trustee
                     Pursuant to Section 305(b)(2)______

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


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

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


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


                         Alliant Energy Resources, Inc.
               (Exact name of obligor as specified in its charter)

                Wisconsin                                39-1605561
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification Number)

            200 First Street SE
            Cedar Rapids, Iowa                              52401
   (Address of principal executive offices)               (Zip Code)

                          7 3/8% Senior Notes due 2009
                         (Title of indenture securities)


                           Alliant Energy Corporation
               (Exact name of obligor as specified in its charter)

                Wisconsin                                39-1380265
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)              Identification Number)

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

                   Guarantees of 7 3/8% Senior Notes due 2009
                         (Title of indenture securities)
<PAGE>

Item 1.   General Information.

          Furnish the following information as to the trustee:

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

              Comptroller of the Currency, Washington, D.C.
              Federal Deposit Insurance Corporation, Washington, D.C.

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

              The corporate trustee is authorized to exercise corporate trust
              powers.

Item 2.   Affiliations with the Obligor.

          If the obligor is an  affiliate  of the  trustee,  describe  each such
          affiliation.

          The obligor is not an affiliate of the trustee.

Item 3.   Voting Securities of the Trustee.

          Furnish  the  following   information  as  to  each  class  of  voting
          securities of the trustee:

                             As of December 13, 1999

                      Col. A                               Col. B
                  Title of class                     Amount outstanding

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

Item 4.   Trusteeships under Other Indentures.

          If the trustee is a trustee  under another  indenture  under which any
          other securities,  or certificates of interest or participation in any
          other  securities,  of  the  obligor  are  outstanding,   furnish  the
          following information:

          (a)  Title  of  the  securities  outstanding  under  each  such  other
          indenture.

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

          (b) A brief  statement  of the  facts  relied  upon as a basis for the
          claim  that no  conflicting  interest  within  the  meaning of Section
          310(b)(1) of the Act arises as a result of the  trusteeship  under any
          such other  indenture,  including a statement as to how the  indenture
          securities will rank as compared with the securities issued under such
          other indenture.

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


<PAGE>

Item 5.   Interlocking  Directorates  and  Similar  Relationships  with  the
          Obligor or Underwriters.

          If the trustee or any of the  directors or  executive  officers of the
          trustee is a  director,  officer,  partner,  employee,  appointee,  or
          representative  of the obligor or of any  underwriter for the obligor,
          identify  each such person  having any such  connection  and state the
          nature of each such connection.

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

Item 6.   Voting  Securities  of the  Trustee  Owned by the  Obligor  or its
          Officials.

          Furnish the following  information as to the voting  securities of the
          trustee owned beneficially by the obligor and each director,  partner,
          and executive officer of the obligor:

                             As of December 13, 1999

              Col. A         Col. B              Col. C           Col. D
          Name of owner   Title of class      Amount owned     Percentage of
                                              beneficially     voting securities
                                                                represented by
                                                                amount given
                                                                 in Col. C

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

Item 7.   Voting Securities of the Trustee Owned by Underwriters or their
          Officials.

          Furnish the following  information as to the voting  securities of the
          trustee owned  beneficially  by each  underwriter  for the obligor and
          each   director,   partner,   and  executive   officer  of  each  such
          underwriter:

                             As of December 13, 1999


              Col. A         Col. B              Col. C           Col. D
          Name of owner   Title of class      Amount owned     Percentage of
                                              beneficially     voting securities
                                                                represented by
                                                                amount given
                                                                 in Col. C


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

<PAGE>

Item 8.   Securities of the Obligor Owned or Held by the Trustee.

          Furnish the  following  information  as to  securities  of the obligor
          owned  beneficially or held as collateral  security for obligations in
          default by the trustee:

                             As of December 13, 1999

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

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

Item 9.   Securities of Underwriters Owned or Held by the Trustee.

          If the trustee owns  beneficially or holds as collateral  security for
          obligations  in  default  any  securities  of an  underwriter  for the
          obligor,  furnish  the  following  information  as to  each  class  of
          securities  of such  underwriter  any of which are so owned or held by
          the trustee:

                             As of December 13, 1999

              Col. A        Col. B             Col. C               Col. D
              Name of       Amount          Amount owned          Percent of
            issuer and    outstanding   beneficially or held   class represented
          title of class               as collateral security   by amount given
                                         for obligations in        in Col. C
                                         default by trustee

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

Item 10.  Ownership or Holdings by the Trustee of Voting Securities of Certain
          Affiliates or Security Holders of the Obligor.

          If the trustee owns  beneficially or holds as collateral  security for
          obligations  in default  voting  securities  of a person  who,  to the
          knowledge  of the  trustee  (1) owns 10  percent or more of the voting
          securities  of  the  obligor  or  (2) is an  affiliate,  other  than a
          subsidiary,  of the obligor,  furnish the following  information as to
          the voting securities of such person:

                             As of December 13, 1999


              Col. A        Col. B             Col. C               Col. D
              Name of       Amount          Amount owned          Percent of
            issuer and    outstanding   beneficially or held   class represented
          title of class               as collateral security   by amount given
                                         for obligations in        in Col. C
                                         default by trustee

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

<PAGE>

Item 11.  Ownership or Holdings by the Trustee of any Securities of a Person
          Owning 50 Percent or More of the Voting Securities of the Obligor.

          If the trustee owns  beneficially or holds as collateral  security for
          obligations  in  default  any  securities  of a  person  who,  to  the
          knowledge  of the  trustee,  owns 50  percent  or  more of the  voting
          securities  of the obligor,  furnish the following  information  as to
          each class of  securities  of such person any of which are so owned or
          held by the trustee:

                             As of December 13, 1999

              Col. A        Col. B             Col. C               Col. D
              Name of       Amount          Amount owned          Percent of
            issuer and    outstanding   beneficially or held   class represented
          title of class               as collateral security   by amount given
                                         for obligations in        in Col. C
                                         default by trustee

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

Item 12.  Indebtedness of the Obligor to the Trustee.

          Except as noted in the instructions, if the obligor is indebted to the
          trustee, furnish the following information:

                             As of December 13, 1999

                   Col. A                     Col. B                Col. C
           Nature of indebtedness       Amount outstanding         Date due

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

Item 13.  Defaults by the Obligor.

          (a) State  whether  there is or has been a default with respect to the
          securities  under  this  indenture.  Explain  the  nature  of any such
          default.

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

          (b) If the trustee is a trustee  under another  indenture  under which
          any other securities,  or certificates of interest or participation in
          any other  securities,  of the obligor are outstanding,  or is trustee
          for  more  than  one  outstanding   series  of  securities  under  the
          indenture,  state  whether  there  has been a  default  under any such
          indenture or series,  identify the indenture or series  affected,  and
          explain the nature of any such default.

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

<PAGE>

Item 14.  Affiliations with the Underwriters.

          If any underwriter is an affiliate of the trustee,  describe each such
          affiliation.

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

Item 15.  Foreign Trustee.

          Identify  the order or rule  pursuant to which the foreign  trustee is
          authorized to act as sole trustee under indentures  qualified or to be
          qualified under the Act. Not applicable

Item 16.  List of Exhibits.

          List  below  all  exhibits   filed  as  part  of  this   statement  of
          eligibility.

          1. A copy of the Articles of Association of Firstar Bank,  N.A. as now
          in effect (filed herewith).

          2.  Certificate  of  authority  of the  Trustee to  commence  business
          (contained in Exhibit 1).

          3. Authorization of the Trustee to exercise trust (filed herewith).

          4. A copy  of the  existing  By-Laws  of  Firstar  Bank,  N.A.  (filed
          herewith).

          6. The consent of the Trustee  required by Section 321(b) of the Trust
          Indenture Act of 1939 (filed herewith).

          7. A copy of the latest  report of condition of the Trustee  (formerly
          known as Firstar Bank Milwaukee,  N.A.)  published  pursuant to law or
          the  requirement  of its  supervising  or examining  authority  (filed
          herewith).

                                    SIGNATURE

          Pursuant to the  requirements  of the Trust Indenture Act of 1939, the
trustee, Firstar Bank, N.A., a corporation organized and existing under the laws
of the United States, has duly caused this statement of eligibility to be signed
on its behalf by the undersigned,  thereunto duly authorized, all in the City of
Milwaukee, and State of Wisconsin, on the 13th day of December, 1999.


                                      FIRSTAR BANK, N.A.
                                            (Trustee)


                                      By: /s/Yvonne Siira
                                          ---------------
                                          Yvonne Siira, Assistant Vice President
                                          --------------------------------------
                                          (Name and title)

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

<PAGE>

                                    Exhibit 1


                       FIRSTAR BANK, NATIONAL ASSOCIATION
                       ----------------------------------

                                 CHARTER NO. 24
                                 --------------

                             ARTICLES OF ASSOCIATION
                             -----------------------

FIRST:  The  title  of  this  Association  shall  be  "Firstar  Bank,   National
Association".

SECOND:  The main office of the Association  shall be in the city of Cincinnati,
County of Hamilton, State of Ohio. The general business of the Association shall
be conducted at its main office and its branches.

THIRD: The Board of Directors of this Association shall consist of not less than
five (5) nor more  than  twenty-five  (25)  shareholders,  the  exact  number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by re
solution of the  shareholders at any annual or special meeting  thereof.  Unless
otherwise provided by the laws of the United States, any vacancy in the Board of
Directors for any reason,  including an increase in the number  thereof,  may be
filled by action of the Board of Directors.

FOURTH: The annual meeting of the shareholders for the election of Directors and
the  transaction  of whatever  other business may be brought before said meeting
shall be held at the main office or such other  place as the Board of  Directors
may designate,  on the day of each year specified thereof by the Bylaws,  but if
no election is held on that day, it may be held on any  subsequent day according
to the  provisions  of law;  and all  elections  shall be held  according to the
provisions  of law;  and all  elections  shall be held  according to such lawful
regulations as may be prescribed by the Board of Directors.

FIFTH:  The  authorized  amount of capital  stock of this  Association  shall be
3,640,000  shares of common stock of the par value of five dollars ($5.00) each,
but said  capital  stock may be increased  or  decreased  from time to time,  in
accordance with the provisions of the laws of the United States.

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

<PAGE>

The Association, at any time and from time to time, may authorize and issue debt
obligations,   Whether  or  not  subordinated,   without  the  approval  of  the
shareholders.

SIXTH: The Board of Directors shall appoint one of its members President of this
Association,  who shall be  Chairman  of the Board,  unless  the Board  appoints
another Director to be the Chairman. The Board of Directors shall have the power
to appoint one or more Vice Presidents;  and to appoint a Cashier and such other
officers  and  employees  as may be required to  transact  the  business of this
Association. The Board of Directors shall have the power to define the duties of
the officers and employees of the Association; to fix the salaries to be paid to
them;  to  dismiss  them;  to  require  bonds  from them and to fix the  penalty
thereof;  to  regulate  the manner in which any  increase  of the capital of the
Association  shall be made; to manage and administer the business and affairs of
the  Association;  to make all Bylaws that it may be lawful for them to make and
generally  to do and  perform  all  acts  that it may be  legal  for a Board  of
Directors to do and perform.

SEVENTH:  The Board of  Directors,  without need for  approval of  shareholders,
shall  have  the  power to  change  the  location  of the  main  office  of this
Association  to any other place within the limits of Cincinnati,  Ohio,  without
the  approval  of the  shareholders,  and shall have the power to  establish  or
change the  location of any branch or branches of the  Association  to any other
location, without the approval of the shareholders,  but subject to the approval
of the Comptroller of the Currency.

EIGHTH:  The  corporate  existence  of this  Association  shall  continue  until
terminated in accordance with the laws of the United States.

NINTH:  The Board of Directors of this  Association,  the Chairman of the Board,
the President,  or any three or more shareholders owning, in the aggregate,  not
less  than  twenty-five  percent  of the stock of this  Association,  may call a
special meeting of shareholders at any time.  Unless  otherwise  provided by the
laws of the United  States,  a notice of the time,  place,  and purpose of every
annual and special  meeting of the  shareholders  shall be given by  first-class
mail,  postage  prepaid,  mailed  at least  ten  days  prior to the date of such
meeting to each  shareholder of record at his address as shown upon the books of
this Association.

TENTH: Any person, his heirs, executors,  or administrators,  may be indemnified
or reimbursed by the Association for reasonable  expenses  actually  incurred in
connection with any action, suit, or proceeding,  civil or criminal, to which he
or they shall be made a party by reason of his being or having  been a director,
officer,  or  employee  of the  Association  or of  any  firm,  corporation,  or
organization  which  he  served  in any  such  capacity  at the  request  of the
Association.  Provided,  however,  that no  person  shall be so  indemnified  or
reimbursed  in relation to any matter in such action,  suit, or proceeding as to
which he shall  finally be  adjudged  to have been guilty of or liable for gross
negligence, willful misconduct or criminal acts in the performance of his duties
to  the  Association.  And,  provided  further,  that  no  person  shall  be  so
indemnified  or  reimbursed  in relation to any matter in such action,  suit, or
proceeding  which has been made the subject of a  compromise  settlement  except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority  of the  outstanding  shares of the  Association,  or the Board of


<PAGE>

Directors,  acting by vote of Directors not parties to the same or substantially
the same action, suit or proceeding, constituting a majority of the whole number
of Directors. And, provided further, that no director, officer or employee shall
be so  indemnified  or  reimbursed  for  expenses,  penalties or other  payments
incurred in an administrative  proceeding or action instituted by an appropriate
bank regulatory  agency where said proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to this Association.  The foregoing right
of indemnification  shall not be exclusive of other rights to which such person,
his heirs, executors, or administrators, may be entitled as a matter of law. The
Association  may,  upon  the  affirmative  vote of a  majority  of its  Board of
Directors,  purchase  insurance for the purpose of  indemnifying  its directors,
officers and other employees to the extent that such  indemnification is allowed
in the preceding paragraph. Such insurance may, but need not, be for the benefit
of all directors, officers, or employees.

ELEVENTH: These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this  Association,  unless the vote of the  holders of a greater
amount of stock is  required  by law and in that case by the vote of the holders
of such greater amount.

r/legal/articles


<PAGE>

                                    Exhibit 3



Comptroller of the Currency
Administrator of National Banks

                         Certificate of Fiduciary Powers



I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:



1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et

seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody

and control of all records pertaining to the chartering of all National Banking

Associations.



2.  "Firstar Bank, National Association," Cincinnati, Ohio, (Charter No.

24), was granted, under the hand and seal of the Comptroller, the right to act

in all fiduciary capacities authorized under the provisions of the Act of

Congress approved September 28, 1062, 76 Stat. 668, 12 U.S.C. 92a, and

that the authority so granted remains in full force and effect on the date of

this Certificate.



                           IN TESTIMONY WHEREOF, I have hereunto

                           subscribed my name and caused my seal of office to

(seal)                     be affixed to these presents at the Treasury

                           Department in the City of Washington and District

                           Of Columbia, this 19th day of October, 1999.



                           /s/ John D. Hawke, Jr.
                           -----------------------

                           Comptroller of the Currency


<PAGE>


                                    Exhibit 4


                               FIRSTAR BANK, N. A.

                                     BY-LAWS


                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS


SECTION 1. ANNUAL MEETING
-------------------------

The annual  meeting of  shareholders  shall be held in the main banking house of
the  Association  at 11:00  a.m.  on the  second  Tuesday in March of each year.
Notice of such meeting  shall be mailed to  shareholders  not less than ten (10)
nor more than sixty (60) days prior to the meeting date.

SECTION 2. SPECIAL MEETINGS
---------------------------

Special  meetings of shareholders  may be called and held at such times and upon
such notice as is specified in the Articles of Association.

SECTION 3. QUORUM
-----------------

A majority of the  outstanding  capital stock  represented in person or by proxy
shall constitute a quorum of any meeting of the  shareholders,  unless otherwise
provided by law,  but less than a quorum may adjourn any  meeting,  from time to
time, and the meeting may be held as adjourned without further notice.

SECTION 4. INSPECTORS
---------------------

The Board of  Directors  may,  and in the  event of its  failure  so to do,  the
Chairman of the Board shall appoint  Inspectors of Election who shall  determine
the  presence  of  quorum,  the  validity  of  proxies,  and the  results of all
elections  and all other matters  voted upon by  shareholders  at all annual and
special meetings of shareholders.

SECTION 5. VOTING
-----------------

In deciding on questions at meetings of shareholders,  except in the election of
directors,  each  shareholder  shall be  entitled  to one vote for each share of
stock held. A majority of votes cast shall  decide each matter  submitted to the
shareholders, except where by law a larger vote is required. In all elections of
directors,  each  shareholder  shall have the right to vote the number of shares
owned by him for as many  persons as there are  directors  to be elected,  or to
cumulate  such  shares  and give one  candidate  as many  votes as the number of
directors multiplied by the number of his shares equal, or to distribute them on
the same principle among as many candidates as he shall think fit.

<PAGE>

SECTION 6. WAIVER AND CONSENT
-----------------------------

The shareholders may act without notice and/or a meeting by a unanimous  written
consent by all shareholders.


                                   ARTICLE II

SECTION 1. TERM OF OFFICE
-------------------------

The directors of this Association shall hold office for one year and until their
successors are duly elected and qualified.

SECTION 2. REGULAR MEETINGS
---------------------------

The  organizational  meeting of the Board of Directors shall be held on the same
date as soon as practical  following the annual meeting of  shareholders  at the
main banking house.  Other regular  meetings of the Board of Directors  shall be
held without notice at 11:00 a.m. on the second  Tuesday of June,  September and
December,  at the main banking house,  or, provided notice is given by telegram,
letter,  telephone or in person to every Director, at such time and place as may
be  designated  in the notice of the  meeting.  When any regular  meeting of the
Board falls on a holiday, the meeting shall be held on the next banking business
day, unless the Board shall designate some other day.

SECTION 3. SPECIAL MEETINGS
---------------------------

Special  meetings of the Board of Directors may be called by the Chairman of the
Board of the Association,  or at the request of three or more Directors.  Notice
of the time,  place and  purposes of such  meetings  shall be given by telegram,
letter, telephone or in person to every Director.

SECTION 4. QUORUM
-----------------

A majority of the entire  membership  of the Board shall  constitute a quorum of
any meeting of the Board.

SECTION 5. NECESSARY VOTE
-------------------------

A majority of those Directors  present and voting at any meeting of the Board of
Directors shall decide each matter  considered,  except where otherwise required
by law or the Articles or By-Laws of this Association.

SECTION 6. COMPENSATION
-------------------------

Directors,  excluding  full-time  employees  of the  Bank,  shall  receive  such
reasonable  compensation  as may be  fixed  from  time to time by the  Board  of
Directors.

SECTION 7. ELECTION-AGE LIMITATION
----------------------------------

No  person  shall be  elected  or  re-elected  a  Director  after  reaching  his
seventieth  (70th)  birthday,  provided  that any person  who is a  Director  on
December 10, 1985, may continue to be re-elected a Director until he reaches his
seventy-fifth (75th) birthday.

SECTION 8. RETIREMENT-AGE LIMITATION
------------------------------------

Every  Director  of the Bank  shall  retire no later  than the first  month next
following  his  seventieth  (70th)  birthday,  except  for any  person who was a
Director on December 10, 1985,  who shall retire not later than the first of the
next month following his seventy-fifth (75th) birthday.

SECTION 9. DIRECTORS EMERITUS
-----------------------------
<PAGE>

The Board shall have the right from time to time to choose as Directors Emeritus
persons  who have had prior  service as members of the Board and who may receive
such compensation as shall be fixed from time to time by the Board of Directors.


                                   ARTICLE III
                                    OFFICERS

SECTION 1. WHO SHALL CONSTITUTE
-------------------------------

The officers of the Association shall be a Chairman of the Board, a President, a
Secretary, and other officers such as Chairman of the Executive Committee,  Vice
Chairman of the Board, Executive Vice Presidents,  Senior Vice Presidents,  Vice
Presidents,  Assistant Secretaries,  Trust Officers,  Trust Investment Officers,
Trust Real Estate Officers,  Assistant Trust Officers,  a Controller,  Assistant
Controller,  an Auditor and  Assistant  Auditors,  as the Board may appoint from
time to time.  Any person may hold two offices.  The Chairman of the Board,  all
Vice  Chairmen of the Board and the  President  shall at all times be members of
the Board of Directors.

SECTION 2. TERM OF OFFICE
-------------------------

All  officers  shall be elected for and shall hold office for one year and until
their successors are elected and qualified, subject to the right in the Board of
Directors by a majority  vote of the entire  membership to discharge any officer
at any time.

SECTION 3. CHAIRMAN OF THE BOARD
--------------------------------

The  Chairman of the Board shall have  general  executive  powers and duties and
shall  perform  such other  duties as may be  assigned  from time to time by the
Board of  Directors.  In  addition,  unless  the Board of  Directors  shall have
designated the President to be the Chief Executive Officer,  the Chairman of the
Board  shall be the Chief  Executive  Officer  and shall have all the powers and
duties of the Chief Executive  Officer.  He shall, when present,  preside at all
meetings of  shareholders  and directors and shall be ex officio a member of all
committees  of the Board.  He shall name all  members of the  committees  of the
Board, subject to the confirmation thereof by the Board.

If he is  Chief  Executive  Officer,  in the  event  there is a  vacancy  in the
position  of  President  or in the event of the  absence  or  incapacity  of the
President,  the Chairman  may appoint,  or in the event of his failure to do so,
the Board of Directors or the Executive  Committee  thereof may  designate,  any
Vice  Chairman of the Board,  any  Executive  Vice  President or any Senior Vice
President of the Association  temporarily to exercise the powers and perform the
duties of the Chairman as Chief Executive Officer when the Chairman is absent or
incapacitated.

If the President has been  designated  Chief  Executive  Officer by the Board of
Directors, in the event that there is a vacancy in the position of the President
or in the event of the absence or  incapacity  of the  President,  the  Chairman
shall be the Chief  Executive  Officer of the Association and shall have all the
powers and perform all the duties of the President, including the powers to name
temporarily a Chief Executive Officer to serve in the absence of the Chairman.

SECTION 4. PRESIDENT
--------------------

The President shall have general  executive  powers and duties and shall perform
such  other  duties  as may be  assigned  from  time  to time  by the  Board  of
Directors.  In addition, if designated by the Board of Directors,  the President
shall be the Chief Executive Officer and shall have all the powers and duties of
the Chief  Executive  Officer,  including  the same power to name  temporarily a
Chief  Executive  Officer to serve in the absence of the President if there is a
vacancy  in the  position  of the  Chairman  or in the event of the  absence  or
incapacity of the Chairman.

<PAGE>

If the  Chairman has been  designated  Chief  Executive  Officer by the Board of
Directors,  in the event that there is a vacancy in the position of the Chairman
of the Board or in the event of the absence or incapacity of the Chairman of the
Board, the President shall be the Chief Executive Officer of the Association and
shall have all the  powers and  perform  all the duties of the  Chairman  of the
Board, including the same power to name temporarily a Chief Executive Officer to
serve in the absence of the President.

SECTION 5. CHAIRMAN OF THE EXECUTIVE COMMITTEE
----------------------------------------------

The Board of Directors shall have the power to elect a Chairman of the Executive
Committee. Any such Chairman of the Executive Committee shall participate in the
formation of the policies of the Association and shall have such other duties as
may be  assigned  to him from time to time by the  President  or by the Board of
Directors.

SECTION 6. VICE CHAIRMEN OF THE BOARD
-------------------------------------

The Board of Directors  shall have the power to elect one or more Vice  Chairmen
of the Board of Directors. Any such Vice Chairmen of the Board shall participate
in the  formation of the policies of the  Association  and shall have such other
duties as may be assigned to him from time to time by the  Chairman of the Board
or by the Board of Directors.

SECTION 7. OTHER OFFICERS
-------------------------

The Secretary and all other officers  appointed by the Board of Directors  shall
have such  duties as defined by law and as may from time to time be  assigned to
them by the Chief Executive Officer or the Board of Directors.

SECTION 8. RETIREMENT
---------------------

Every  officer of the  Association  shall retire not later than the first of the
month next  following  his 65th  birthday.  The Board of  Directors  may, in its
discretion,  set the retirement  date and terms of retirement of an officer at a
date later than provided above.


                                   ARTICLE IV
                                   COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE
------------------------------

There shall be a standing committee of Directors in this Association to be known
as the Executive Committee. This committee shall meet at 11:00 a.m. on the-first
and last two  Tuesdays  of each  month.  It shall  have all of the powers of the
Board of Directors  between  meetings of the Board,  except as the Board only by
law is authorized to perform or exercise. All actions of the Executive Committee
shall be reported to the Board of Directors.

In the event that any member of the  Executive  Committee  is unable to attend a
meeting of that  committee,  the Chairman of the Board or the President  may, at
his discretion, appoint another Director to attend said meeting of the Executive
Committee and for that meeting to serve as a member of the  Executive  Committee
with full power to act in place of the absent regular member of the Committee.

SECTION 2. COMPENSATION COMMITTEE
---------------------------------

There shall be a standing committee of Directors of this Association to be known
as the Compensation Committee who shall review the compensation of all Executive
Officers and those  officers who  participate in the Profit Sharing Pool as well
as  fees  for  directors  of  the  Association.  They  will  recommend  specific
compensation arrangements to the Board of Directors for their confirmation.

SECTION 3. COMMITTEE ON AUDIT
-----------------------------
<PAGE>

There shall be a standing committee of Directors of this Association to be known
as the Committee on Audit, none of whose members shall be active officers of the
Association.  This  Committee  shall  make  or  cause  to  be  made  a  suitable
examination of the affairs of the Association and the Trust  Department at least
once during each period of twelve months.  The results of such examination shall
be  reported  in writing  to the Board at the next  regular  meeting  thereafter
stating  whether the Association  and/or Trust  Department is in a sound solvent
condition,  whether  adequate  internal  audit controls and procedures are being
maintained and make such recommendations as it deems advisable.

SECTION 4. TRUST COMMITTEE
--------------------------

There shall be a standing committee of Directors of this Association to be known
as the Trust  Committee.  The Trust Committee  shall  determine  policies of the
Department and review actions of the Trust Investment Committee.  All actions of
the Trust Committee shall be reported to the Board of Directors.

SECTION 5. TRUST POLICY COMMITTEE
---------------------------------

There shall be a standing committee of this Association to be known as the Trust
Policy  Committee  composed  of officers of the  Association.  The Trust  Policy
Committee  or  such  officers  as may be duly  designated  by the  Trust  Policy
Committee,  shall pass upon the  acceptance  of all  trusts,  the closing out or
relinquishment  of all trusts and the making,  retention,  or disposition of all
investments of trust funds in conformity with policies  established by the Trust
Committee.  Actions of the Trust Policy Committee shall be reported to the Trust
Committee.

SECTION 6. PENSION COMMITTEE
----------------------------

There shall be a standing committee of directors or officers of this Association
to be known as the  Pension  Committee,  who shall have the powers and duties as
set  forth  in the  Association's  Employees'  Pension  Plan.  A  report  of the
condition  of the  pension  fund  shall be  submitted  annually  to the Board of
Directors.

SECTION 7. OTHER COMMITTEES
---------------------------

The Chairman may appoint,  from time to time, other committees for such purposes
and with such powers as he or the Board may direct.


                                    ARTICLE V
                                      SEAL

SECTION 1. IMPRESSION
---------------------

The following is an impression of the seal of this Association.


G:CORPSEC:BANK:BYLAWS


<PAGE>
                                    EXHIBIT 6



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



Firstar Bank,  N.A., as Trustee  herein named,  hereby  consents that reports of
examination of said Trustee by Federal and State authorities may be furnished by
such  authorities  to  the  Securities  and  Exchange  Commission  upon  request
therefor.


                                      FIRSTAR BANK, N.A.
                                             (Trustee)


                                      By: /s/ Yvonne Siira
                                          ----------------
                                          Yvonne Siira, Assistant Vice President
                                          --------------------------------------
                                          (Name and title)

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


Dated:  December 13, 1999

<PAGE>

                                    EXHIBIT 7


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

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


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

<TABLE>
                                        Schedule RC--Balance Sheet
<CAPTION>

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

-----------

(1)  Includes  cash items in  process  of  collection  and  unposted  debits
(2)  Includes time certificates of deposit not held for trading

</TABLE>

<TABLE>
<CAPTION>

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

<PAGE>

<TABLE>
                                        Schedule RC--Balance Sheet
<CAPTION>

                                                                                                       |     C400  |
                                         Dollar Amounts in Thousands                            RCFD Bil Mil Thou
-----------------------------------------------------------------------------------------------------------------
LIABILITIES (continued)
<S>                                                                               <C>                   <C>           <C>
14.  Federal funds purchased and securities sold under agreements to repurchase.  RCON 2800             1,834,422     14.
15.  a.  Demand notes issued to the U.S. Treasury...............................  RCON 2840                99,271     15.a.
     b.  Trading liabilities (From Schedule RC-D)...............................  RCFD 3548                12,368     15.b.
16.  Other borrowed money (including mortgage indebtedness and obligations under  | / / / / / / / / / / / / / / |
     capitalized leases) .......................................................  | / / / / / / / / / / / / / / |
     a.  With a remaining maturity of one year or less..........................  RCFD 2332                25,937     16.a.
     b.  With a remaining maturity of more than one year through three years....  RCFD A547                     0     16.b.
     c.  With a remaining maturity of more than three years.....................  RCFD A547                20,000     16.c.
17.  Not applicable.                                                              | / / / / / / / / / / / / / / |
18.  Bank's liability on acceptances executed and outstanding...................  RCFD 2920                 9,891     18.
19.  Subordinated notes and debentures (2)......................................  RCFD 3200               413,191     19.
20.  Other liabilities (from Schedule RC-G).....................................  RCFD 2930               190,228     20.
21.  Total liabilities (sum of items 13 through 20).............................  RCFD 2948             8,335,314     21.
22.  Not applicable

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

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

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

-----------

(1) Includes  total demand  deposits  and  noninterest-bearing  time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.

</TABLE>