exv4w1



 





EXHIBIT 4.1




WISCONSIN POWER AND LIGHT COMPANY




OFFICERS’ CERTIFICATE




Dated as of August 8, 2007




 






Setting Forth Terms of a Series of Debt Securities




6.375% Debentures due 2037




 






Pursuant to the Indenture

Dated as of June 20, 1997




 









 





OFFICERS’ CERTIFICATE




          The undersigned, the Vice President and Treasurer and the Assistant Treasurer of Wisconsin
Power and Light Company, a Wisconsin corporation (the “Company”), hereby certify as provided below
pursuant to Section 2.01 of the Indenture, dated as of June 20, 1997 (the “Indenture”), between the
Company and U.S. Bank National Association, successor, as Trustee (the “Trustee”). This Officers’
Certificate is delivered, pursuant to authority granted to the undersigned by resolutions adopted
on February 7, 2007 by the Board of Directors of the Company, for the purpose of creating and
setting forth the terms of a series of Securities to be issued pursuant to the Indenture.
Capitalized terms not otherwise defined herein are used as defined in the Indenture.




          1. The Board of Directors of the Company has authorized the creation by the Company of one or
more series of Securities under the Indenture through one or more Officers’ Certificates, and
pursuant to such authorization and in accordance with the Indenture this Officers’ Certificate is
being delivered to the Trustee to establish the terms of a series of Securities as set forth
therein and herein.




          2. The title of the Securities shall be “6.375% Debentures due 2037” (herein called the
“Debentures”).




          3. The aggregate principal amount of the Debentures which may be authenticated and delivered
under the Indenture shall be U.S. $300,000,000, except for Debentures authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Debentures as provided
in Sections 2.07, 2.08, 2.13 or 9.06 of the Indenture and except for Debentures which, pursuant to
Section 2.02 of the Indenture, are deemed never to have been authenticated and delivered
thereunder. Notwithstanding the foregoing limit on the aggregate principal amount of the
Debentures, the Debentures may be reopened in accordance with Section 2.01 of the Indenture.




          4. Subject to earlier redemption, the principal of the Debentures shall be payable in U.S.
dollars on August 15, 2037.




          5. The Debentures shall bear interest at the rate of 6.375% per annum; such interest shall
accrue from August 15, 2007 (or from the most recent interest payment date to which interest on the
Debentures has been paid or provided for); the interest payment dates on which such interest shall
be payable shall be February 15 and August 15 in each year, commencing February 15, 2008; the
regular record dates for the determination of Holders to whom interest is payable shall be the
fifteenth calendar day before each interest payment date. Interest on the Debentures shall be
payable in U.S. dollars.




          6. Pursuant to the Indenture, the Trustee has been appointed as the Registrar for the
Debentures. The Trustee is hereby further appointed as the initial Paying Agent and Transfer Agent
of the Debentures. The principal of and interest on the Debentures shall be payable at the office
of the Paying Agent, which shall initially be located in St. Paul, Minnesota.





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          7. The Debentures shall not be subject to any sinking fund and shall not be repurchasable or
redeemable at the option of a Holder. The Debentures shall be issuable as Registered Securities
and shall not be exchangeable for Bearer Securities.




          8. The Debentures shall be redeemable at the option of the Company at any time in whole or
from time to time in part at a redemption price equal to the greater of (i) 100% of the principal
amount of such Debentures and (ii) 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 plus 25 basis points, plus in each case
accrued interest to the date of redemption; provided, however, that installments of interest on
Debentures due on an interest payment date which occurs on or before any redemption date shall be
payable to the Holders of such Debentures who were registered Holders as of the close of business
on the record date immediately preceding such interest payment date.




          9. The terms defined below shall, for all purposes of the Debentures under the Indenture and
this Officers’ Certificate, have the meanings specified, unless the context clearly otherwise
requires or unless otherwise indicated:




          “Business Day” means any day other than Saturday, Sunday or a day on which Federal or State
banking institutions in the city of the office of the Paying Agent is maintained are authorized or
obligated by law, executive order or regulation to close.




          “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 Debentures to be 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 Debentures.




          “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.




          “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.




          “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 each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealers at 3:30 p.m. New York time on
the third Business Day preceding such redemption date.




     “Reference Treasury Dealer” means each of Banc of America Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. or their affiliates which are
primary U.S. Government securities dealers, and one additional primary U.S. Government securities
dealer located in The City of New York (a “Primary Treasury Dealer”)



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selected by the Company, and their respective successors; provided, however, that if any of
the foregoing or their affiliates shall cease to be Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.



          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date.




          10. Section 4.07 of the Indenture shall apply to the Debentures.




          11. Defeasance and covenant defeasance under Article 8 of the Indenture shall be applicable to
the Debentures.




          12. The Debentures shall initially be issued in whole in the form of one or more global
Securities. The Depository Trust Company, a clearing agency registered under the Securities
Exchange Act of 1934, as amended (“DTC”), shall initially serve as the depositary for such global
Security or Securities. For so long as DTC shall be the depositary, all Debentures shall be
registered in its name or in the name of a nominee thereof. While the Debentures are evidenced by
one or more global Securities, the depositary or its nominee, as the case may be, shall be the sole
Holder thereof for all purposes under the Indenture. Neither the Company nor the Trustee shall
have any responsibility or the obligation to the depositary’s participants or the beneficial owners
for whom they act with respect to their receipt from the depositary of payments on the Debentures
or notices given under the Indenture. The global Security or Securities provided for hereunder
shall bear such legend or legends as may be required from time to time by the depositary.




          13. Except as hereinafter described, Debentures in definitive form will not be issued.
Notwithstanding the foregoing, in the event the Company decides to discontinue the use of global
Securities, any Event of Default has occurred or is continuing or if DTC is at any time unwilling,
unable or ineligible to continue as depositary, and a successor depositary is not appointed by the
Company within 90 days, the Company shall issue individual Debentures in certificated form to
owners of “book-entry” ownership interests in exchange for the Debentures held by DTC or its
nominee, as the case may be. In such instance, an owner of a “book-entry” ownership interest will
be entitled to physical delivery of certificates equal in principal amount to such “book-entry”
ownership interest and to have such certificates registered in its name. Individual certificates
so issued will be issued in denominations of $1,000 or any multiple thereof.




          14. Additional terms regarding the Debentures are as set forth in the form of the Debentures
set forth below.




           

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          15. The form of the Debentures shall be substantially as follows:




[Form of 6.375% Debentures due 2037]




			
	 	 	 
	No. R-                    
	 	$                    






WISCONSIN POWER AND LIGHT COMPANY

6.375% Debentures due 2037




CUSIP 976826 BE6




	 	 	 
	WISCONSIN POWER AND LIGHT COMPANY
	 
	 	 
	promises to pay to
	 	 
	 

	 
	 	 
	or registered assigns
	 	 
	the principal sum of
                                                             Dollars on August 15, 2037
	 
	 	 
	Interest Payment Dates:      February 15 and August 15






Dated:




	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	WISCONSIN POWER AND LIGHT COMPANY
	Trustee, Transfer Agent and Paying Agent	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	[Title of Authorized Officer]
	 
	 	 	 	 	 	 
	Authenticated:	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	 	 	(CORPORATE SEAL)
	Registrar	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	[Title of Authorized Officer]
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 	 	 






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WISCONSIN POWER AND LIGHT COMPANY

6.375% Debentures due 2037




          Interest. Wisconsin Power and Light Company (the “Company”), a Wisconsin corporation,
promises to pay interest on the principal amount of this Security (as defined herein) at the rate
per annum shown above. The Company will pay interest semiannually on February 15 and August 15 of
each year commencing February 15, 2008. 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 August 15, 2007.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.




          Record Date. The interest payable, and punctually paid or duly provided for, on any interest
payment date will, as provided in the Indenture, be paid to the Person in whose name this Debenture
is registered at the close of business, on the regular record date for such interest, which shall
be the fifteenth calendar day before each interest payment date.




          Method of Payment. 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.




          Securities Agents. 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.




          Indenture. The Company issued the securities of this series (individually a “Security” and
collectively the “Securities”) under an Indenture, dated as of June 20, 1997 (the “Indenture”),
between the Company and U.S. Bank National Association, successor, as Trustee (the “Trustee”). The
terms of the Securities include those stated in the Indenture and in the Officers’ Certificate
establishing the Securities and those made part of the Indenture by the Trust Indenture Act of
1939, as amended. Securityholders are referred to the Indenture, the above-referenced Officers’
Certificate and such Act for a statement of such terms.




          Maturity; Redemption. The principal on the Securities shall be payable on August 15, 2037.
The Company may redeem the Debentures at any time and from time to time at the Company’s option, in
whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of
such Debentures and (ii) 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 plus 25 basis points, plus in each case accrued interest to the date
of redemption.




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          Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Securities to be redeemed at his registered
address.




          Denominations, Transfer, Exchange. The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may
require a holder, among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or the Indenture.




          Persons Deemed Owners. The registered holder of a Security may be treated as its owner for
all purposes.




          Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be
amended with the consent of the holders of not less than a majority in aggregate principal amount
of the securities of all series affected by the amendment. Subject to certain exceptions, a
default on a series may be waived with the consent of the holders of a majority in principal amount
of the series.




          Without the consent of any Securityholder, the Indenture or the Securities may be amended,
among other things, to cure any ambiguity, defect or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make any change that does not adversely affect the
rights of any Securityholder in any material respect.




          Restrictive Covenants. The Securities are unsecured general obligations of the Company
limited to $300,000,000 principal amount; provided, however, that the Securities may be reopened
for issuance of additional Securities in accordance with Section 2.01 of the Indenture. The
Indenture does not limit other unsecured debt. Section 4.07 of the Indenture, which limits certain
mortgages and other liens, will apply with respect to the Securities. The limitations are subject
to a number of important qualifications and exceptions.




          Successors. When a successor assumes all the obligations of the Company under the Securities
and the Indenture, the Company will be released from those obligations.




          Defeasance Prior to Maturity. Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal of and
interest on the Securities to maturity. U.S. Government Obligations are securities backed by the
full faith and credit of the United States of America or certificates representing an ownership
interest in such Obligations.




          Defaults and Remedies. An Event of Default includes: default for 60 days in payment of
interest on the Securities; default in payment of principal on the Securities; default by the
Company for a specified period after notice to it in the performance of any of its other agreements
applicable to the Securities; and certain events of bankruptcy or insolvency. If an Event of
Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of
the Securities may declare the principal of all the Securities to be due and payable immediately.




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          Securityholders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, holders of a majority in principal amount of
the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their interests. The Company
must furnish an annual compliance certificate to the Trustee.




          Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with those persons, as if it were not Trustee.




          No Recourse Against Others. A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the Securities.




          Authentication. This Security shall not be valid until authenticated by a manual signature of
the Registrar.




          Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN
(=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian),
U/G/M/A (=Uniform Gifts to Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act).




          The Company will furnish to any Securityholder upon written request and without charge a copy
of the Indenture and the Officers’ Certificate, which contains the text of this Security. Requests
may be made to: Corporate Secretary, Wisconsin Power and Light Company, 4902 North Biltmore Lane,
Madison, Wisconsin 53718.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




[Form of Assignment Form]




ASSIGNMENT FORM




          To assign this Security, fill in the form below:




	 	 	 	 	 
	 

	 	I or we assign and transfer this Security to	 	 
	 

	 	 	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	(Print or type assignee’s name, address and zip code)






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(Insert assignee’s soc. sec. or tax I.D. no.)



and irrevocably appoint                                                                 
                                    agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.




Date:                     ,      
                    
                                        
                    
 Your signature:
                                                                                


       
                
                
                
                
                
                
                
                
                
                                                                         
               



(Sign exactly as your name appears on the face of this Security)




Signature Guaranteed:




 






* * *




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          IN WITNESS WHEREOF, we have set our hands as of the day and year first above written.




	 	 	 	 	 
	 	WISCONSIN POWER AND LIGHT COMPANY

 	 
	 	By:  	/s/ Patricia L. Kampling
 	 
	 	 	      Patricia L. Kampling 	 
	 	 	      Vice President and Treasurer 	 
	 
	 	 	 
	 	By:  	                                             /s/ Enrique Bacalao
 	 
	 	 	      Enrique Bacalao 	 
	 	 	      Assistant Treasurer 	 
	 




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