<PAGE>


                                                                   EXHIBIT 4.47

                                 CERTIFIED COPY
                                       OF
                           SECURITIES RESOLUTION NO. 5
                                       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. 5 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 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 the 10th
day of December, 2002; 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rescinded and remains in full force and effect.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 6th day of May, 2003.

                                          /s/ KEITH H. ECKE
                                         -----------------------------
                                         Keith H. Ecke
                                         Assistant Corporate Secretary

(CORPORATE SEAL)

<PAGE>


                        4.50% DEBENTURES DUE MAY 15, 2013
                       5.625% DEBENTURES DUE MAY 15, 2033

                           SECURITIES RESOLUTION NO. 5
                                       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 10, 2002 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.

     A. 4.50% Debentures due May 15, 2013

     RESOLVED, that a new series of Securities is authorized as follows:

          1.   The title of the series is 4.50% Debentures due May 15, 2013
               ("4.50% Debentures").

          2.   The form of the 4.50% Debentures shall be substantially in the
               form of Exhibit 1 hereto.

          3.   The 4.50% Debentures shall have the terms set forth in Exhibit 1.

          4.   The 4.50% Debentures shall have such other terms as are set forth
               in Exhibit 3 hereto.

          5.   The 4.50% Debentures shall be sold to the underwriter(s) named in
               the Prospectus Supplement dated May 1, 2003 on the following
               terms:

                          Aggregate Principal Amount:  $300,000,000
                          Price to Public:  99.919%
                          Underwriting Discount:  0.650%
                          Closing Date:  May 6, 2003


<PAGE>

     B.   5.625% Debentures due May 15, 2033

     RESOLVED, that a new series of Securities is authorized as follows:

          1.   The title of the series is 5.625% Debentures due May 15, 2033
               ("5.625% Debentures").

          2.   The form of the 5.625% Debentures shall be substantially in the
               form of Exhibit 2 hereto.

          3.   The 5.625% Debentures shall have the terms set forth in Exhibit
               2.

          4.   The 5.625% Debentures shall have such other terms as are set
               forth in Exhibit 3 hereto.

          5.   The 5.625% Debentures shall be sold to the underwriter(s) named
               in the Prospectus Supplement dated May 1, 2003 on the following
               terms:

                          Aggregate Principal Amount:  $335,000,000
                          Price to Public:  99.710%
                          Underwriting Discount:  0.875%
                          Closing Date:  May 6, 2003

     This Securities Resolution shall be effective as of May 1, 2003.

                                       -2-

<PAGE>

                                    EXHIBIT 1

No. _____________                                                $_____________

                        WISCONSIN ELECTRIC POWER COMPANY
                        4.50% Debentures due May 15, 2013

WISCONSIN ELECTRIC POWER COMPANY

promises to pay to
                   -------------------------------------------------------------

or registered assigns
the principal sum of                                                     Dollars
                     ---------------------------------------------------
on May 15, 2013

Interest Payment Dates:       May 15 and November 15
Record Dates:                 May 1 and November 1

                                      Dated:

U.S. BANK NATIONAL                    WISCONSIN ELECTRIC POWER COMPANY
ASSOCIATION
Transfer Agent and Paying Agent

                                      by

                                      -----------------------------
Authenticated:                        [Title of Authorized Officer]



U.S. BANK NATIONAL                    (CORPORATE SEAL)
ASSOCIATION
Registrar, by

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

Authorized Signature                  [Assistant] Secretary


<PAGE>

                        WISCONSIN ELECTRIC POWER COMPANY
                        4.50% Debentures due May 15, 2013

1.   Interest.

     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
     May 15 and November 15 of each year commencing November 15, 2003. 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 May 6, 2003. Interest
     will be computed on the basis of a 360-day year of twelve 30-day months.

2.   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.

3.   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.

4.   Indenture.

     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.

5.   Redemption.

     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

                                       -2-

<PAGE>

     applicable to the Securities plus 12.5 basis points, plus accrued interest
     to the redemption date.

     "Treasury Rate" means with respect to any redemption date, the rate per
     year 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; provided that, if the Reference Treasury Dealers shall
     determine that there is no such Comparable Treasury Issue, such rate per
     year shall be equal to the estimated semiannual equivalent yield to
     maturity that a United States Treasury security having a maturity
     comparable to the remaining term of the Securities would bear, if such
     security were available, such estimate to be made by the Reference Treasury
     Dealers on the basis of interpolation, extrapolation and other accepted
     financial practices, taking into account (a) the yields to maturity of
     Untied States Treasury securities of other maturities, (b) yields to
     maturity of other U.S. dollar denominated debt securities having a maturity
     comparable to the remaining term of the Securities to be redeemed and (c)
     applicable interest rate spreads between United States Treasury securities
     and such other debt securities, all as of 5:00 p.m., New York City time, on
     the third business day preceding such redemption date.

     "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.

     "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 such Reference Treasury Dealer
     at 3:30 p.m., New York City time, on the third business day preceding such
     redemption date.

     "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc., Banc
     One Capital Markets, Inc., Goldman, Sachs & Co., their respective
     successors, and three other primary U.S. Government securities dealers in
     The City of New York (a "Primary Treasury Dealer"), selected by the
     Company. If any Reference Treasury Dealer shall


                                       -3-

<PAGE>

     cease to be a Primary Treasury Dealer, the Company will substitute another
     Primary Treasury Dealer for that dealer.

     Procedures for the redemption of the Securities will be governed by Article
     III of the Indenture.

6.   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. The Transfer Agent need not exchange
     or register the transfer of any Security or portion of a Security selected
     for redemption. Also, it need not exchange or register the transfer of any
     Securities for a period of 15 days before a selection of Securities to be
     redeemed.

7.   Persons Deemed Owners.

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

8.   Amendments and Waivers.

     Subject to certain exceptions, the Indenture or the Securities may be
     amended with the consent of the holders of a majority in 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, omission, defect
     or inconsistency; to provide for assumption of Company obligations to
     Securityholders; or to make any change that does not materially adversely
     affect the rights of any Securityholder.

9.   Restrictive Covenants.

     The Securities are unsecured general obligations of the Company initially
     limited to $300,000,000 principal amount. The Company may from time to time
     without notice to, or the consent of, the holders of the Securities, create
     and issue further securities of the same series, equal in rank to the
     Securities in all respects (or in all respects except for the payment of
     interest accruing prior to the issue date of the new securities or except
     for the first payment of interest following the issue date of the new
     securities) so that the new securities may be consolidated and form a
     single series with the Securities and have the same terms as to status,
     redemption or otherwise as the Securities. The Indenture does not limit
     other unsecured debt. Section 4.07 of the Indenture, which if applicable
     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.

                                       -4-

<PAGE>

10.  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.

11.  Defeasance Prior to Redemption or 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 and interest on the Securities to redemption or
     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.

12.  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
     for 60 days in the payment of any sinking fund obligation; 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; certain events of
     bankruptcy or insolvency; and any other Event of Default provided for in
     the series. 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.

     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.

13.  Trustee Dealings with Company.

     U.S. Bank National Association, the Trustee under the Indenture, 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.

14.  No Recourse Against Others.

     A director, officer, employee or stockholder, 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.

                                       -5-

<PAGE>

15.  Authentication.

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

16.  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 Securities Resolution, which contains the
text of this Security in larger type. Requests may be made to: Corporate
Secretary, Wisconsin Electric Power Company, 231 West Michigan Street, P.O. Box
2046, Milwaukee, WI 53201.

                                       -6-

<PAGE>

                                    EXHIBIT 2

No. _____________                                            $_____________

                        WISCONSIN ELECTRIC POWER COMPANY
                       5.625% Debentures due May 15, 2033

WISCONSIN ELECTRIC POWER COMPANY

promises to pay to
                   -------------------------------------------------------------

or registered assigns
the principal sum of                                                     Dollars
                     ---------------------------------------------------
on May 15, 2033

Interest Payment Dates:       May 15 and November 15
Record Dates:                 May 1 and November 1

                                      Dated:

U.S. BANK NATIONAL                    WISCONSIN ELECTRIC POWER COMPANY
ASSOCIATION
Transfer Agent and Paying Agent

                                       by

                                       -----------------------------
Authenticated:                         [Title of Authorized Officer]



U.S. BANK NATIONAL                     (CORPORATE SEAL)
ASSOCIATION
Registrar, by

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

Authorized Signature                   [Assistant] Secretary



<PAGE>

                        WISCONSIN ELECTRIC POWER COMPANY
                       5.625% Debentures due May 15, 2033

1.   Interest.

     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
     May 15 and November 15 of each year commencing November 15, 2003. 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 May 6, 2003. Interest
     will be computed on the basis of a 360-day year of twelve 30-day months.

2.   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.

3.   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.

4.   Indenture.

     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.

5.   Redemption.

     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

                                       -2-

<PAGE>

     applicable to the Securities plus 25 basis points, plus accrued interest to
     the redemption date.

     "Treasury Rate" means with respect to any redemption date, the rate per
     year 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; provided that, if the Reference Treasury Dealers shall
     determine that there is no such Comparable Treasury Issue, such rate per
     year shall be equal to the estimated semiannual equivalent yield to
     maturity that a United States Treasury security having a maturity
     comparable to the remaining term of the Securities would bear, if such
     security were available, such estimate to be made by the Reference Treasury
     Dealers on the basis of interpolation, extrapolation and other accepted
     financial practices, taking into account (a) the yields to maturity of
     Untied States Treasury securities of other maturities, (b) yields to
     maturity of other U.S. dollar denominated debt securities having a maturity
     comparable to the remaining term of the Securities to be redeemed and (c)
     applicable interest rate spreads between United States Treasury securities
     and such other debt securities, all as of 5:00 p.m., New York City time, on
     the third business day preceding such redemption date.

     "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.

     "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 such Reference Treasury Dealer
     at 3:30 p.m., New York City time, on the third business day preceding such
     redemption date.

     "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc., Banc
     One Capital Markets, Inc., Goldman, Sachs & Co., their respective
     successors, and three other primary U.S. Government securities dealers in
     The City of New York (a "Primary Treasury Dealer"), selected by the
     Company. If any Reference Treasury Dealer shall


                                       -3-

<PAGE>

     cease to be a Primary Treasury Dealer, the Company will substitute another
     Primary Treasury Dealer for that dealer.

     Procedures for the redemption of the Securities will be governed by Article
     III of the Indenture.

6.   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. The Transfer Agent need not exchange
     or register the transfer of any Security or portion of a Security selected
     for redemption. Also, it need not exchange or register the transfer of any
     Securities for a period of 15 days before a selection of Securities to be
     redeemed.

7.   Persons Deemed Owners.

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

8.   Amendments and Waivers.

     Subject to certain exceptions, the Indenture or the Securities may be
     amended with the consent of the holders of a majority in 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, omission, defect
     or inconsistency; to provide for assumption of Company obligations to
     Securityholders; or to make any change that does not materially adversely
     affect the rights of any Securityholder.

9.   Restrictive Covenants.

     The Securities are unsecured general obligations of the Company initially
     limited to $335,000,000 principal amount. The Company may from time to time
     without notice to, or the consent of, the holders of the Securities, create
     and issue further securities of the same series, equal in rank to the
     Securities in all respects (or in all respects except for the payment of
     interest accruing prior to the issue date of the new securities or except
     for the first payment of interest following the issue date of the new
     securities) so that the new securities may be consolidated and form a
     single series with the Securities and have the same terms as to status,
     redemption or otherwise as the Securities. The Indenture does not limit
     other unsecured debt. Section 4.07 of the Indenture, which if applicable
     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.

                                       -4-

<PAGE>

10.  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.

11.  Defeasance Prior to Redemption or 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 and interest on the Securities to redemption or
     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.

12.  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
     for 60 days in the payment of any sinking fund obligation; 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; certain events of
     bankruptcy or insolvency; and any other Event of Default provided for in
     the series. 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.

     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.

13.  Trustee Dealings with Company.

     U.S. Bank National Association, the Trustee under the Indenture, 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.

14.  No Recourse Against Others.

     A director, officer, employee or stockholder, 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.

                                       -5-

<PAGE>

15.  Authentication.

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

16.  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 Securities Resolution, which
contains the text of this Security in larger type. Requests may be made to:
Corporate Secretary, Wisconsin Electric Power Company, 231 West Michigan Street,
P.O. Box 2046, Milwaukee, WI 53201.

                                       -6-

<PAGE>

                                    EXHIBIT 3

                                4.50% Debentures
                                5.625% Debentures

                               Supplemental Terms

     In addition to the terms set forth in Exhibits 1 and 2 to Securities
Resolution No. 5, the 4.50% Debentures and the 5.625% Debentures shall have the
following terms:

     Section 1. Definitions. Capitalized terms used and not defined herein shall
have the meaning given such terms in the Indenture. The following is an
additional definition applicable to the 4.50% Debentures and the 5.625%
Debentures:

     "Depositary" means, with respect to the 4.50% Debentures and the 5.625%
     Debentures, each issued as one or more global Securities, The Depository
     Trust Company, New York, New York, or any successor thereto registered
     under the Securities Exchange Act of 1934 or other applicable statute or
     regulation.

     Section 2. Securities Issuable as Global Securities.

     (a) The 4.50% Debentures and the 5.625% Debentures shall each be issued in
the form of one or more permanent global Securities and shall, except as
otherwise provided in this Section 2, be registered only in the name of the
Depositary or its nominee. Each global Security shall bear a legend
substantially to the following effect:

     "Unless this certificate is presented by an authorized representative of
     The Depository Trust Company, a New York corporation ("DTC"), to the
     Company or its agent for registration of transfer, exchange, or payment,
     and any certificate issued is registered in the name of Cede & Co. or in
     such other name as is requested by an authorized representative of DTC (and
     any payment is made to Cede & Co. or to such other entity as is requested
     by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
     the registered owner hereof, Cede & Co., has an interest herein."

     (b) If at any time (i) the Depositary with respect to the 4.50% Debentures
or the 5.625% Debentures, as the case may be, notifies the Company that it is
unwilling or unable to continue as Depositary for such global Security or (ii)
the Depositary for the 4.50% Debentures or the 5.625% Debentures shall no longer
be eligible or in good standing under the Securities Exchange Act of 1934 or
other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such global Security. If a successor Depositary for
such global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Transfer Agent shall register the



<PAGE>

exchange of such global Security for an equal principal amount of Registered
Securities in the manner provided in Section 2.07 of the Indenture.

     (c) The Transfer Agent shall register the transfer or exchange of a global
Security for Registered Securities pursuant to Section 2.07 of the Indenture if
(i) a Default or Event of Default shall have occurred and be continuing with
respect to the 4.50% Debentures or the 5.625% Debentures, as the case may be, or
(ii) the Company determines that the 4.50% Debentures or the 5.625% Debentures
shall no longer be represented by global Securities.

     (d) In any exchange provided for in the preceding paragraphs (b) or (c),
the Company will execute and the Registrar will authenticate and deliver
Registered Securities. Registered Securities issued in exchange for a global
Security shall be in such names and denominations as the Depositary for such
global Security shall instruct the Registrar. The Registrar shall deliver such
Registered Securities to the persons in whose names such Securities are so
registered.

     (e) The 4.50% Debentures and the 5.625% Debentures will trade in the
Depositary's Same-Day Funds Settlement System. All payments of principal and
interest on global Securities will be made by the Company in immediately
available funds.

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