<PAGE> 1
                                                               Exhibit (4)-1

                                                              CONFORMED COPY
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                       WISCONSIN ELECTRIC POWER COMPANY




                                      and




                            FIRSTAR TRUST COMPANY,




                                  as Trustee




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




                                   INDENTURE




                         Dated as of December 1, 1995




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




                                DEBT SECURITIES


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                       WISCONSIN ELECTRIC POWER COMPANY

                         PARTIAL CROSS-REFERENCE TABLE

                          Trust Indenture Act of 1939
                  and Indenture dated as of December 1, 1995


Indenture Section                                    TIA Section

    2.05............................................317(b)
    2.06............................................312(a), 313(c)
    2.11............................................316(a) (last sentence)

    4.04............................................314(a)(4)
    4.05............................................314(a)(1)

    6.03............................................317(a)(1)
    6.04............................................316(a)(1)(B)
    6.05............................................316(a)(1)(A)
    6.07............................................317(a)(1)

    7.01............................................315(a), 315(d)
    7.04............................................315(b)
    7.05............................................313(a)
    7.05............................................313(d)
    7.07............................................310(a), 310(b)
    7.09............................................310(a)(2)

    8.02............................................310(a),310(b)

    9.04............................................316(c)

    10.01...........................................318(a)
    10.02...........................................313(c)
    10.03...........................................314(c)(1), 314(c)(2)
    10.04...........................................314(e)
























<PAGE> 3
                       WISCONSIN ELECTRIC POWER COMPANY
                           DEBT SECURITIES INDENTURE
                         Dated As Of December 1, 1995

                               TABLE OF CONTENTS

Article        Section                  Heading                           Page
-------        -------                  -------                           ----

   1                     DEFINITIONS

               1.01      Definitions....................................   1
               1.02      Other Definitions..............................   3
               1.03      Rules of Construction..........................   3

   2                     THE SECURITIES

               2.01      Issuable in Series.............................   3
               2.02      Execution and Authentication...................   5
               2.03      Securities Agents..............................   5
               2.04      Bearer Securities..............................   6
               2.05      Paying Agent to Hold Money in
                           Trust........................................   6
               2.06      Securityholder Lists...........................   7
               2.07      Transfer and Exchange..........................   7
               2.08      Replacement Securities.........................   7
               2.09      Outstanding Securities.........................   8
               2.10      Discounted Securities..........................   8
               2.11      Treasury Securities............................   8
               2.12      Global Securities..............................   8
               2.13      Temporary Securities...........................   9
               2.14      Cancellation...................................   9
               2.15      Defaulted Interest.............................   9

   3                     REDEMPTION

               3.01      Notices to Trustee.............................  10
               3.02      Selection of Securities to Be
                           Redeemed.....................................  10
               3.03      Notice of Redemption...........................  10
               3.04      Effect of Notice of
                           Redemption...................................  11
               3.05      Payment of Redemption Price....................  11
               3.06      Securities Redeemed in Part....................  12

   4                     COVENANTS

               4.01      Payment of Securities..........................  12
               4.02      Overdue Interest...............................  12
               4.03      No Lien Created, etc...........................  12
               4.04      Compliance Certificate.........................  12
               4.05      SEC Reports....................................  13
               4.06      Certain Definitions............................  13
               4.07      Limitations on Liens...........................  15

   5                     SUCCESSORS

               5.01      When Company May Merge, etc....................  16


                                      -i-
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Article        Section                  Heading                           Page
-------        -------                  -------                           ----
   6                     DEFAULTS AND REMEDIES

               6.01      Events of Default..............................  16
               6.02      Acceleration...................................  18
               6.03      Other Remedies.................................  18
               6.04      Waiver of Past Defaults........................  18
               6.05      Control by Majority............................  18
               6.06      Limitation on Suits............................  19
               6.07      Collection Suit by Trustee.....................  19
               6.08      Priorities.....................................  19

   7                     TRUSTEE

               7.01      Rights of Trustee..............................  20
               7.02      Individual Rights of Trustee...................  20
               7.03      Trustee's Disclaimer...........................  20
               7.04      Notice of Defaults.............................  21
               7.05      Reports by Trustee to Holders..................  21
               7.06      Compensation and Indemnity.....................  21
               7.07      Replacement of Trustee.........................  22
               7.08      Successor Trustee by Merger, etc...............  23
               7.09      Trustee's Capital and Surplus..................  23

   8                     DISCHARGE OF INDENTURE

               8.01      Defeasance.....................................  23
               8.02      Conditions to Defeasance.......................  23
               8.03      Application of Trust Money.....................  24
               8.04      Repayment to Company...........................  24

   9                     AMENDMENTS AND WAIVERS

               9.01      Without Consent of Holders.....................  25
               9.02      With Consent of Holders........................  25
               9.03      Compliance with Trust Indenture Act............  26
               9.04      Effect of Consents.............................  26
               9.05      Notation on or Exchange of Securities..........  26
               9.06      Trustee Protected..............................  26

  10                     MISCELLANEOUS

               10.01     Trust Indenture Act............................  26
               10.02     Notices........................................  27
               10.03     Certificate and Opinion as to
                           Conditions Precedent.........................  27
               10.04     Statements Required in Certificate or Opinion..  28
               10.05     Rules by Company and Agents....................  28
               10.06     Legal Holidays.................................  28
               10.07     No Recourse Against Others.....................  28
               10.08     Duplicate Originals............................  28
               10.09     Governing Law..................................  28

                         SIGNATURES.....................................  29

               Exhibit A:  A Form of Registered
                           Security.....................................  33
               Exhibit B:  A Form of Bearer Security....................  38
               Notes to Exhibits A and B................................  45
               Exhibit C:  Assignment Form..............................  47
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      INDENTURE dated as of December 1, 1995 between WISCONSIN ELECTRIC POWER
COMPANY, a Wisconsin corporation (the "Company"), and FIRSTAR TRUST COMPANY, a
Wisconsin state banking corporation (the "Trustee").

      Each party agrees as follows for the benefit of the Holders of the
Company's debt securities issued under this Indenture:

                            ARTICLE 1--DEFINITIONS

SECTION 1.01.  Definitions.

      "Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

      "Agent" means any Registrar, Transfer Agent or Paying Agent.

      "Authorized Newspaper" means a newspaper that is:

      (1)      printed in the English language or in an official language of
               the country of publication;

      (2)      customarily published on each business day in the place of
               publication; and

      (3)      of general circulation in the relevant place or in the
               financial community of such place.

Whenever successive publications in an Authorized Newspaper are required, they
may be made on the same or different business days and in the same or
different Authorized Newspapers.

      "Bearer Security" means a Security payable to bearer.

      "Board" means the Board of Directors of the Company or any authorized
committee of the Board.

      "Company" means the party named as such above until a successor replaces
it and thereafter means the successor.

      "coupon" means an interest coupon for a Bearer Security.

      "Default" means any event which is, or after notice or passage of time
would be, an Event of Default.

      "Discounted Security" means a Security where the amount of principal due
upon acceleration is less than the stated principal amount.

      "Holder" or "Securityholder" means the person in whose name a Registered
Security is registered and the bearer of a Bearer Security or coupon.

      "Indenture" means this Indenture and any Securities Resolution as
amended from time to time.

      "Lien" means any mortgage, pledge, security interest or other lien.

      "Officer" means the Chairman of the Board, any Vice Chairman, the Pres-
ident, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer, the Secretary, the Controller, any Assistant
Treasurer, any Assistant Secretary or any Assistant Controller of the Company.

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      "Officers' Certificate" means a certificate signed by any one or more
Officers.

      "Opinion of Counsel" means a written opinion, complying with Sections
10.03 and 10.04 hereof, from legal counsel who is acceptable to the Trustee. 
The counsel may be an employee of or counsel to the Company or the Trustee.

      "principal" of a debt security means the principal of the security plus
the premium, if and when applicable, on the security.

      "Registered Security" means a Security registered as to principal and
interest by the Registrar.

      "SEC" means the Securities and Exchange Commission.

      "Securities" means the debt securities issued under this Indenture.

      "Securities Resolution" means a resolution establishing a series of
Securities adopted by the Board or by an Officer or committee of Officers
pursuant to Board delegation or a supplemental indenture establishing such
series of Securities executed by an authorized Officer.

      "series" means a series of Securities or the Securities of the series.

      "Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the Company or a Subsidiary. 

      "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code 
Sections 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990,
as in effect on the date shown above.

      "Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor.

      "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.  

      "United States" means the United States of America, its territories and
possessions and other areas subject to its jurisdiction.

      "Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.

      "Yield to Maturity" means the yield to maturity on a Security at the
time of its issuance or at the most recent determination of interest on the
Security.  













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SECTION 1.02.  Other Definitions.

      Term                                           Defined in Section

      "Bankruptcy Law".............................          6.01
      "Conditional Redemption".....................          3.04
      "Custodian"..................................          6.01
      "Event of Default"...........................          6.01
      "Funded Debt"................................          4.06
      "Legal Holiday"..............................         10.06
      "Mortgage"...................................          4.06
      "Paying Agent"...............................          2.03
      "Permitted Encumbrances".....................          4.06
      "Person".....................................          4.06
      "Principal Property".........................          4.06
      "Registrar"..................................          2.03
      "Tangible Net Worth".........................          4.06
      "Transfer Agent".............................          2.03
      "Treasury Regulations".......................          2.04
      "U.S. Government Obligations"................          8.02

SECTION 1.03.  Rules of Construction.

Unless the context otherwise requires:

         (1)   a term has the meaning assigned to it;

         (2)   an accounting term not otherwise defined has the meaning
               assigned to it in accordance with generally accepted accounting
               principles in the United States;

         (3)   generally accepted accounting principles are those applicable
               from time to time;

         (4)   all terms used in this Indenture that are defined by the TIA,
               defined by TIA reference to another statute or defined by SEC
               rule under the TIA have the meanings assigned to them by such
               definitions;

         (5)   "or" is not exclusive; and

         (6)   words in the singular include the plural, and in the plural
               include the singular.


                           ARTICLE 2--THE SECURITIES


SECTION 2.01.  Issuable in Series.

         The aggregate principal amount of Securities that may be issued under
this Indenture is unlimited.  The Securities may be issued from time to time
in one or more series.  Each series shall be created by a Securities
Resolution that establishes the terms of the series, which may include the
following:

         (1)   the title of the series;

         (2)   the aggregate principal amount of the series;

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         (3)   the interest rate, if any, or method of calculating the
               interest rate;

         (4)   the date from which interest will accrue;

         (5)   the record dates for interest payable on Registered Securities;

         (6)   the dates when principal and interest are payable;

         (7)   the manner of paying principal and interest;

         (8)   the places where principal and interest are payable;

         (9)   the Registrar, Transfer Agent and Paying Agent;

         (10)  the terms of any mandatory or optional redemption by the
               Company;

         (11)  the terms of any redemption at the option of Holders;

         (12)  the denominations in which Securities are issuable;

         (13)  whether Securities will be issuable as Registered Securities or
               Bearer Securities;

         (14)  whether and upon what terms Registered Securities and Bearer
               Securities may be exchanged;

         (15)  whether any Securities will be represented by a Security in
               global form and the terms of any global Security;

         (16)  the terms of any tax indemnity;

         (17)  the currencies (including any composite currency) in which
               principal or interest may be paid and if payments of principal
               or interest may be made in a currency other than that in which
               Securities are denominated, the manner for determining such
               payments;

         (18)  if amounts of principal or interest may be determined by
               reference to an index, formula or other method, the manner for
               determining such amounts;

         (19)  provisions for electronic issuance of Securities or for
               Securities in uncertificated form;

         (20)  the portion of principal payable upon acceleration of a
               Discounted Security;

         (21)  whether Section 4.07 applies, and any Events of Default or
               covenants in addition to or in lieu of those set forth in this
               Indenture;

         (22)  whether and upon what terms Securities may be defeased;

         (23)  the forms of the Securities or any coupon, which may be in the
               form of Exhibit A or B;

         (24)  any terms that may be required by or advisable under U.S. or
               other applicable laws; and
                                      -4-
<PAGE> 9

         (25)  any other terms not inconsistent with this Indenture.

         All Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

         The creation and issuance of a series and the authentication and
delivery thereof are not subject to any conditions precedent.


SECTION 2.02.  Execution and Authentication.

         Two Officers shall sign the Securities by manual or facsimile
signature.  The Company's seal shall be reproduced on the Securities, which
seal may be affixed or in facsimile form.  An Officer shall sign any coupons
by facsimile signature.

         If an Officer whose signature is on a Security or its coupons no
longer holds that office at the time the Security is authenticated or
delivered, the Security and coupons shall nevertheless be valid.

         A Security and its coupons shall not be valid until the Security is
authenticated by the manual signature of the Registrar.  The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

         Each Registered Security shall be dated the date of its
authentication.  Each Bearer Security shall be dated the date of its
authentication or as provided in the Securities Resolution.

         Securities may have notations, legends or endorsements required by
law, stock exchange rule, agreement or usage, which shall be provided to the
Trustee in writing by the Company.

         In the event Securities are issued in electronic or other
uncertificated form, such Securities may be validly issued without the
signatures or seal contemplated by this Section 2.02.


SECTION 2.03.  Securities Agents.

         The Company shall maintain an office or agency where Securities may
be authenticated ("Registrar"), where Securities may be presented for
registration of transfer or for exchange ("Transfer Agent") and where
Securities may be presented for payment ("Paying Agent").  Whenever the
Company must issue or deliver Securities pursuant to this Indenture, the
Registrar shall authenticate the Securities at the Company's request.  The
Transfer Agent shall keep a register of the Securities and of their transfer
and exchange.

         The Trustee shall be, and is hereby appointed as, the Registrar.  The
Company may appoint more than one Transfer Agent or Paying Agent for a series. 
The Company shall notify the Trustee of the name and address of any Agent not
a party to this Indenture.  If the Company fails to maintain a Transfer Agent
or Paying Agent for a series, the Trustee shall act as such.





                                      -5-
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SECTION 2.04.  Bearer Securities.

         U.S. laws and Treasury Regulations restrict sales or exchanges of and
payments on Bearer Securities.  Therefore, except as provided below:

         (1)   Bearer Securities will be offered, sold and delivered only
               outside the United States and will be delivered only upon
               presentation of a certificate in a form prescribed by the
               Company to comply with U.S. laws and regulations.

         (2)   Bearer Securities will not be issued in exchange for Registered
               Securities.

         (3)   All payments of principal and interest (including original
               issue discount) on Bearer Securities will be made outside the
               United States by a Paying Agent located outside the United
               States unless the Company determines that:

               (A)   such payments may not be made by such Paying Agent
                     because the payments are illegal or prevented by exchange
                     controls as described in Treasury Regulation section
                     1.163-5(c)(2)(v); and

               (B)   making the payments in the United States would not have
                     an adverse tax effect on the Company.

         If there is a change in the relevant provisions of U.S. laws or
Treasury Regulations or the judicial or administrative interpretation thereof,
a restriction set forth in paragraph (1), (2) or (3) above will not apply to a
series if the Company determines that the relevant provisions no longer apply
to the series or that failure to comply with the relevant provisions would not
have an adverse tax effect on the Company or on Securityholders or cause the
series to be treated as "registration-required" obligations under U.S. law.

         The Company shall notify the Trustee in writing of any determinations
by the Company under this Section.

         "Treasury Regulations" means regulations of the U.S. Treasury
Department under the Internal Revenue Code of 1986, as amended.


SECTION 2.05.  Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent for a series other than
the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of the persons entitled thereto all money held by the Paying Agent
for the payment of principal of or interest on the series, and will notify the
Trustee in writing of any default by the Company in making any such payment.

         While any such default continues, the Trustee may require a Paying
Agent to pay all money so held by it to the Trustee.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee.  Upon
payment over to the Trustee, the Paying Agent shall have no further liability
for the money.

         If the Company or an Affiliate acts as Paying Agent for a series, it
shall segregate and hold as a separate trust fund all money held by it as
Paying Agent for the series.


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<PAGE> 11

SECTION 2.06.  Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders.  If the Trustee is not the Transfer Agent, the Company shall
furnish to the Trustee semiannually and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of Registered Securities and
Holders of Bearer Securities whose names are on the list referred to below.

         The Transfer Agent shall keep a list of the names and addresses of
Holders of Bearer Securities who file a request to be included on such list. 
A request will remain in effect for two years but successive requests may be
made.

         Whenever the Company or the Trustee is required to mail a notice to
all Holders of Registered Securities of a series, it also shall mail the
notice to Holders of Bearer Securities of the series whose names are on the
list, if any.

         Whenever the Company is required to publish a notice to all Holders
of Bearer Securities of a series, it also shall mail the notice to such of
them whose names are on the list, if any.


SECTION 2.07.  Transfer and Exchange.

         Where Registered Securities of a series are presented to the Transfer
Agent with a request to register a transfer or to exchange them for an equal
principal amount of Registered Securities of other denominations of the
series, the Transfer Agent shall register the transfer or make the exchange if
its requirements for such transactions are met.  Where Bearer Securities of a
series are presented to the Transfer Agent with a request to exchange them for
an equal principal amount of Bearer Securities of other denominations of the
series, the Transfer Agent shall make the exchange if its requirements for
such transactions are met.

         The Transfer Agent may require a Holder to pay a sum sufficient to
cover any taxes imposed on a transfer or exchange.

         If a series provides for Registered and Bearer Securities and for
their exchange, Bearer Securities may be exchanged for Registered Securities
and Registered Securities may be exchanged for Bearer Securities as provided
in the Securities or the Securities Resolution establishing the series if the
requirements of the Transfer Agent for such transactions are met and if
Section 2.04 permits the exchange.


SECTION 2.08.  Replacement Securities.

         If the Holder of a Security or coupon claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the Company
or the Trustee that the Security or coupon has been acquired by a bona fide
purchaser, the Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:

         (1)   evidence satisfactory to them of the loss, destruction or
               taking;

         (2)   an indemnity bond satisfactory to them; and
                                      -7-
<PAGE> 12

         (3)   payment of a sum sufficient to cover their expenses and any
               taxes for replacing the Security or coupon.

A replacement Security shall have coupons attached corresponding to those, if
any, on the replaced Security.

         Every replacement Security or coupon is an additional obligation of
the Company.


SECTION 2.09.  Outstanding Securities.

         The Securities outstanding at any time are all the Securities
authenticated by the Registrar except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.

         If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

         If Securities are considered paid under Section 4.01, they cease to
be outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.


SECTION 2.10.  Discounted Securities.

         In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, the
principal amount of a Discounted Security shall be the amount of principal
that would be due as of the date of such determination if payment of the
Security were accelerated on that date.


SECTION 2.11.  Treasury Securities.

         In determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or consent, Securities
owned by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities for which the Trustee
has received an Officers' Certificate stating that such Securities are so
owned shall be so disregarded.


SECTION 2.12.  Global Securities.

         If the Securities Resolution establishing a series so provides, the
Company may issue some or all of the Securities of the series in temporary or
permanent global form.  A global Security may be in registered form, in bearer
form with or without coupons or in uncertificated form.  A global Security
shall represent that amount of Securities of a series as specified in the
global Security or as endorsed thereon from time to time.  At the Company's
request, the Registrar shall endorse a global Security to reflect the amount
of any increase or decrease in the Securities represented thereby.


                                      -8-
<PAGE> 13

         The Company may issue a global Security only to a depositary
designated by the Company.  A depositary may transfer a global Security only
as a whole to its nominee or to a successor depositary.

         The Securities Resolution may establish, among other things, the
manner of paying principal and interest on a global Security and whether and
upon what terms a beneficial owner of an interest in a global Security may
exchange such interest for definitive Securities.

         The Company, an Affiliate, the Trustee and any Agent shall not be
responsible for any acts or omissions of a depositary, for any depositary
records of beneficial ownership interests or for any transactions between the
depositary and beneficial owners.


SECTION 2.13.  Temporary Securities.

         Until definitive Securities of a series are ready for delivery, the
Company may use temporary Securities.  Temporary Securities shall be
substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities.  Temporary
Securities may be in global form.  Temporary Bearer Securities may have one or
more coupons or no coupons.  Without unreasonable delay, the Company shall
deliver definitive Securities in exchange for temporary Securities.


SECTION 2.14.  Cancellation.

         The Company at any time may deliver Securities to the Registrar for
cancellation.  The Transfer Agent and the Paying Agent shall forward to the
Registrar any Securities and coupons surrendered to them for payment, exchange
or registration of transfer.  The Registrar shall cancel all Securities or
coupons surrendered for payment, registration of transfer, exchange or
cancellation as follows: the Registrar will cancel all Registered Securities
and matured coupons.  The Registrar also will cancel all Bearer Securities and
unmatured coupons unless the Company requests the Registrar to hold the same
for redelivery.  Any Bearer Securities so held shall be considered delivered
for cancellation under Section 2.09.  The Registrar shall destroy canceled
Securities and coupons and deliver a certificate of cancellation thereof to
the Company unless the Company otherwise directs.

         Unless the Securities Resolution establishing a series otherwise
provides, the Company may not issue new Securities to replace Securities that
the Company has paid or that the Company has delivered to the Registrar for
cancellation.


SECTION 2.15.  Defaulted Interest.

         If the Company defaults in a payment of interest on Registered
Securities, it need not pay the defaulted interest to Holders on the regular
record date.  The Company may fix a special record date for determining
Holders entitled to receive defaulted interest or the Company may pay
defaulted interest in any other lawful manner.






                                      -9-
<PAGE> 14

                             ARTICLE 3--REDEMPTION


SECTION 3.01.  Notices to Trustee.

         Securities of a series that are redeemable before maturity shall be
redeemable in accordance with their terms and, unless the Securities
Resolution establishing the series otherwise provides, in accordance with this
Article.

         In the case of a redemption by the Company, the Company shall notify
the Trustee of the redemption date and the principal amount of Securities to
be redeemed.  The Company shall notify the Trustee at least 35 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.

         If the Company is required to redeem Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent it is
permitted a credit by the terms of the Securities and it notifies the Trustee
of the amount of the credit and the basis for it.  If the reduction is based
on a credit for acquired or redeemed Securities that the Company has
not previously delivered to the Registrar for cancellation, the Company shall
deliver the Securities at the same time as the notice.


SECTION 3.02.  Selection of Securities to Be Redeemed.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select the Securities to be redeemed pro rata or by any other
method the Trustee considers fair and appropriate, unless the Company
otherwise directs in writing.  The Trustee shall make the selection from
Securities of the series outstanding not previously called for redemption. 
The Trustee may select for redemption portions of the principal of Securities
having denominations larger than the minimum denomination for the series. 
Securities and portions thereof selected for redemption shall be in amounts
equal to the minimum denomination for the series or an integral multiple
thereof.  Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.


SECTION 3.03.  Notice of Redemption.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first-class mail to each
Holder of Registered Securities whose Securities are to be redeemed.

         If Bearer Securities are to be redeemed, the Company shall publish a
notice of redemption in an Authorized Newspaper as provided in the Securities.

         A notice shall identify the Securities of the series to be redeemed
and shall state:

         (1)   the redemption date;

         (2)   the redemption price;

         (3)   the name and address of the Paying Agent;




                                     -10-
<PAGE> 15

         (4)   that Securities called for redemption, together with all
               coupons, if any, maturing after the redemption date, must be
               surrendered to the Paying Agent to collect the redemption
               price;

         (5)   that interest on Securities called for redemption ceases to
               accrue on and after the redemption date;

         (6)   whether the redemption by the Company is mandatory or optional;
               and

         (7)   whether the redemption is conditional as provided in Section
               3.04, the terms of the condition, and that, if the condition is
               not satisfied or is not waived by the Company, the Securities
               will not be redeemed and such a failure to redeem will not
               constitute an Event of Default.

         A redemption notice given by publication need not identify Registered
Securities to be redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.


SECTION 3.04.  Effect of Notice of Redemption.

         Except as provided below, once notice of redemption is given,
Securities called for redemption become due and payable on the redemption date
at the redemption price stated in the notice.

         A notice of redemption may provide that it is subject to the
occurrence of any event before the date fixed for such redemption as described
in such notice ("Conditional Redemption") and such notice of Conditional
Redemption shall be of no effect unless all such conditions to the redemption
have occurred before such date or have been waived by the Company.


SECTION 3.05.  Payment of Redemption Price.

         On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.

         When the Holder of a Security surrenders it for redemption in
accordance with the redemption notice, the Company shall pay to the Holder on
the redemption date the redemption price and accrued interest to such date,
except that:

         (1)   the Company will pay any such interest (except defaulted
               interest) to Holders on the record date of Registered
               Securities if the redemption date occurs on an interest payment
               date; and

         (2)   the Company will pay any such interest to Holders of coupons
               that mature on or before the redemption date upon surrender of
               such coupons to the Paying Agent.

         Coupons maturing after the redemption date on a called Security are
void absent a payment default on that date.  Nevertheless, if a Holder
surrenders for redemption a Bearer Security missing any such coupons, the
                                     -11-
<PAGE> 16

Company may deduct the face amount of such coupons from the redemption price. 
If thereafter the Holder surrenders to the Paying Agent the missing coupons,
the Company will return the amount so deducted.  The Company also may waive
surrender of the missing coupons if it receives an indemnity bond satisfactory
to the Company.


SECTION 3.06.  Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall deliver to the Holder a new Security of the same series equal in
principal amount to the unredeemed portion of the Security surrendered.


                             ARTICLE 4--COVENANTS

SECTION 4.01.  Payment of Securities.

         The Company shall pay the principal of and interest on a series in
accordance with the terms of the Securities for the series, any related
coupons, and this Indenture.  On each payment date, the Company shall have
deposited with the Paying Agent in funds which are then immediately available
money sufficient to pay all principal and interest then due on the series. 
Principal and interest on a series shall be considered paid on the date due if
the Paying Agent for the series holds on that date money sufficient to pay all
principal and interest then due on the series.


SECTION 4.02.  Overdue Interest.

         Unless the Securities Resolution establishing a series otherwise
provides, the Company shall pay interest on overdue principal of a Security of
a series at the rate (or Yield to Maturity in the case of a Discounted
Security) borne by the series; it shall pay interest on overdue installments
of interest at the same rate or Yield to Maturity to the extent lawful.


SECTION 4.03.  No Lien Created, etc.

         This Indenture and the Securities do not create a Lien, charge or
encumbrance on any property of the Company or any Subsidiary.


SECTION 4.04.  Compliance Certificate.

         The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, a brief certificate signed by the
principal executive officer, principal financial officer or principal
accounting officer of the Company, as to the signer's knowledge of the
Company's compliance with all conditions and covenants under this Indenture
(determined without regard to any period of grace or requirement of notice
provided herein).

         Any other obligor on the Securities also shall deliver to the Trustee
such a certificate similarly signed as to its compliance with this Indenture
within 120 days after the end of each of its fiscal years.

         The certificates need not comply with Section 10.04.


                                     -12-
<PAGE> 17

SECTION 4.05.  SEC Reports.

         The Company shall provide to the Trustee, within 15 days after the
Company is required to file the same with the SEC, copies of the annual
reports and of the information, documents, and other reports (or such portions
of the foregoing as the SEC may prescribe) which the Company is required to
file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

         Any other obligor on the Securities shall do likewise as to the above
items which it is required to file with the SEC pursuant to those Sections.


SECTION 4.06.  Certain Definitions.

         "Funded Debt" means all indebtedness for money borrowed having a
maturity of more than twelve months from the date of the most recent balance
sheet of the Company (or consolidated balance sheet of the Company and its
Subsidiaries if the Company then has one or more Subsidiaries the accounts of
which are consolidated with the accounts of the Company) or renewable and
extendible beyond twelve months at the option of the borrower and all
obligations in respect of lease rentals which under generally accepted
accounting principles would be shown on such balance sheet (or consolidated
balance sheet) of the Company as a liability item other than a current
liability; provided, however, that Funded Debt shall not include any of the
foregoing to the extent that such indebtedness or obligations are not required
by generally accepted accounting principles to be shown on such balance sheet.

         "Mortgage" means the Company's Mortgage and Deed of Trust dated
October 28, 1938, as heretofore or hereafter amended, modified and
supplemented, to Firstar Trust Company, as trustee, providing for the
Company's First Mortgage Bonds.  

         "Permitted Encumbrances" means any of the following:

         (1)   Liens of taxes, assessments or governmental charges for the
               then current year and taxes, assessments or governmental
               charges not then delinquent; Liens for workers' compensation
               awards and similar obligations not then delinquent; mechanics',
               laborers', materialmen's and similar Liens not then delinquent;
               and any of such Liens, whether or not delinquent, whose
               validity is at the time being contested in good faith by the
               Company or any Subsidiary;

         (2)   Liens and charges incidental to construction or current
               operations which have not at the time been filed or asserted or
               the payment of which has been adequately secured or which, in
               the opinion of counsel, are not material in amount;

         (3)   Liens, securing obligations neither assumed by the Company or
               any Subsidiary nor on account of which any of them customarily
               pays interest directly or indirectly, existing, either at the
               date hereof, or, as to property hereafter acquired, at the time
               of acquisition by the Company or a Subsidiary;

         (4)   Any right which any municipal or governmental body or agency
               may have by virtue of any franchise, license, contract or
               statute to purchase, or designate a purchaser of or order the
               sale of, any property of the Company or any Subsidiary upon

                                     -13-
<PAGE> 18

               payment of reasonable compensation therefor, or to terminate
               any franchise, license or other rights or to regulate the
               property and business of the Company or any Subsidiary;

         (5)   The Lien of judgments covered by insurance, or upon appeal and
               covered, if necessary, by the filing of an appeal bond, or if
               not so covered not exceeding at any one time $1,000,000 in
               aggregate amount;

         (6)   Easements or reservations in respect of any property of the
               Company or any Subsidiary for the purpose of roads, pipelines,
               utility transmission and distribution lines or other rights-of-
               way and similar purposes, zoning ordinances, regulations,
               reservations, restrictions, covenants, party wall agreements,
               conditions of record and other encumbrances (other than to
               secure the payment of money), none of which in the opinion of
               counsel are such as to interfere with the proper operation and
               development of the property affected thereby in the business of
               the Company and its Subsidiaries for the use intended;

         (7)   Any Lien or encumbrance, moneys sufficient for the discharge of
               which have been deposited in trust with the Trustee hereunder
               or with the trustee or mortgagee under the instrument
               evidencing such Lien or encumbrance, with irrevocable authority
               to the Trustee hereunder or to such other trustee or mortgagee
               to apply such moneys to the discharge of such Lien or
               encumbrance to the extent required for such purpose;

         (8)   Any defects of title and any terms, conditions, agreements,
               covenants, exceptions and reservations expressed or provided in
               deeds or other instruments, respectively, under and by virtue
               of which the Company or any Subsidiary has acquired any
               property or shall hereafter acquire any property, none of
               which, in the opinion of counsel, materially adversely affects
               the operation of the properties of the Company and its
               Subsidiaries, taken as a whole;

         (9)   The pledge of cash or marketable securities for the purpose of
               obtaining any indemnity, performance or other similar bonds in
               the ordinary course of business, or as security for the payment
               of taxes or other assessments being contested in good faith, or
               for the purpose of obtaining a stay or discharge in the course
               of any legal proceedings;

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

         (11)  Rights reserved to or vested in others to take or receive any
               part of the electricity, gas (either natural or artificial),
               steam or any by-products thereof generated or produced by or
               from any properties of the Company or with respect to any other
               rights concerning electricity, gas (either natural or
               artificial) or steam supply, transportation, or storage which
               are in use in the ordinary course of the electricity, gas
               (either natural or artificial) or steam business;

         (12)  Any landlord's Lien;


                                     -14-
<PAGE> 19

         (13)  Liens created or assumed by the Company or a Subsidiary in
               connection with the issuance of debt securities, the interest
               on which is excludable from the gross income of the holders of
               such securities pursuant to Section 103 of the Internal Revenue
               Code of 1986, or any successor section, for purposes of
               financing, in whole or in part, the acquisition or construction
               of property to be used by the Company or a Subsidiary, but such
               Liens shall be limited to the property so financed (and the
               real estate on which such property is to be located);

         (14)  Liens incurred pursuant to Section 7.06;

         (15)  Liens affixing to property of the Company or a Subsidiary at
               the time a Person consolidates with or merges into, or
               transfers all or substantially all of its assets to, the
               Company or a Subsidiary, provided that in the opinion of the
               Board or Company management (evidenced by a certified Board
               resolution or an Officers' Certificate delivered to the
               Trustee) the property acquired pursuant to the consolidation,
               merger or asset transfer is adequate security for the Lien; and

         (16)  Liens or encumbrances not otherwise permitted if, at the time
               of incurrence and after giving effect thereto, the aggregate of
               all obligations of the Company and its Subsidiaries secured
               thereby does not exceed 10% of Tangible Net Worth.

         "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

         "Principal Property" means any tangible real or personal property or
portion thereof unless, in the opinion of the Board or Company management
(evidenced by a certified Board resolution or an Officers' Certificate
delivered to the Trustee) such property is not of material importance to the
total business conducted by the Company and its Subsidiaries taken as a whole.

         "Tangible Net Worth" means (i) common stockholders' equity appearing
on the most recent balance sheet of the Company (or consolidated balance sheet
of the Company and its Subsidiaries if the Company then has one or more
Subsidiaries the accounts of which are consolidated with the accounts of the
Company) prepared in accordance with generally accepted accounting principles
less (ii) intangible assets (excluding intangible assets recoverable through
rates as prescribed by applicable regulatory authorities).  


SECTION 4.07.  Limitations on Liens.

         So long as there remain outstanding any Securities of any series to
which this Section 4.07 applies under the terms of the series, the Company
will not, and will not permit any Subsidiary to, create or suffer to be
created or to exist any Lien on any of its properties or assets now owned or
hereafter acquired to secure any indebtedness, without making effective
provision whereby the Securities of such series shall be equally and ratably
secured with any and all such indebtedness and with any other indebtedness
similarly entitled to be equally and ratably secured.  However, this
restriction shall not apply to or prevent the creation or existence of:

         (1)   the Mortgage securing the Company's First Mortgage Bonds or any
               indenture supplemental thereto subjecting any property to the

                                     -15-
<PAGE> 20

               Lien thereof or confirming the Lien thereof upon any property,
               whether now owned or hereafter acquired;

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

         (3)   any extensions, renewals or replacements (or successive
               extensions, renewals or replacements), in whole or in part of
               Liens (including, without limitation, the Mortgage) permitted
               by the foregoing clauses (1) and (2);

         (4)   the pledge of any bonds or other securities at any time issued
               under any of the Liens permitted by clauses (1), (2) or (3); or

         (5)   Permitted Encumbrances.

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

                             ARTICLE 5--SUCCESSORS


SECTION 5.01.  When Company May Merge, etc.

         Unless the Securities Resolution establishing a series otherwise
provides, the Company shall not consolidate with or merge into, or transfer
all or substantially all of its assets to, any Person unless:

         (1)   the Person is organized under the laws of the United States or
               a State thereof;

         (2)   the Person assumes by supplemental indenture all the
               obligations of the Company under this Indenture, the Securities
               and any coupons; and

         (3)   immediately after the transaction no Default exists.

         The successor shall be substituted for the Company, and thereafter
all obligations of the Company under this Indenture, the Securities and any
coupons shall terminate.


                       ARTICLE 6--DEFAULTS AND REMEDIES


SECTION 6.01.  Events of Default.

         Unless the Securities Resolution establishing a series otherwise
provides, an "Event of Default" on the series so established occurs if:


                                     -16-
<PAGE> 21

         (1)   the Company defaults in any payment of interest on any
               Securities of the series when the same becomes due and payable
               and the Default continues for a period of 60 days;

         (2)   the Company defaults in the payment of the principal of any
               Securities of the series when the same becomes due and payable
               at maturity or upon redemption, acceleration or otherwise;

         (3)   the Company defaults in the payment or satisfaction of any
               sinking fund obligation with respect to any Securities of a
               series as required by the Securities Resolution establishing
               such series and the Default continues for a period of 60 days;

         (4)   the Company defaults in the performance of any of its other
               agreements applicable to the series and the Default continues
               for 90 days after the notice specified below;

         (5)   the Company pursuant to or within the meaning of any Bankruptcy
               Law:

               (A)   commences a voluntary case,

               (B)   consents to the entry of an order for relief against it
                     in an involuntary case,

               (C)   consents to the appointment of a Custodian for it or for
                     all or substantially all of its property, or

               (D)   makes a general assignment for the benefit of its
                     creditors;

         (6)   a court of competent jurisdiction enters an order or decree
               under any Bankruptcy Law that:

               (A)   is for relief against the Company in an involuntary case,

               (B)   appoints a Custodian for the Company or for all or
                     substantially all of its property, or

               (C)   orders the liquidation of the Company,

               and the order or decree remains unstayed and in effect for 60
               days; or

         (7)   there occurs any other Event of Default provided for in the
               series.

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors.  The term "Custodian" means
any receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.

         A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the series
notify the Company of the Default and the Company does not cure the Default
within the time specified after receipt of the notice.  The notice must
specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default."  If Holders notify the Company of a Default, they shall
notify the Trustee at the same time.

                                     -17-
<PAGE> 22

         The failure to redeem any Security subject to a Conditional
Redemption is not an Event of Default if any event on which such redemption is
so conditioned does not occur before the redemption date.


SECTION 6.02.  Acceleration.

         If an Event of Default occurs and is continuing on a series, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the series by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Securities of the series to be
due and payable immediately.  Discounted Securities may provide that the
amount of principal due upon acceleration is less than the stated principal
amount.

         The Holders of a majority in principal amount of the series by notice
to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default on the series have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration.


SECTION 6.03.  Other Remedies.

         If an Event of Default occurs and is continuing on a series, the
Trustee may pursue any available remedy to collect principal or interest then
due on the series, to enforce the performance of any provision applicable to
the series, or otherwise to protect the rights of the Trustee and Holders of
the series.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or coupons or does not produce any of them in the
proceeding.  A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are cumulative to the extent permitted by law.


SECTION 6.04.  Waiver of Past Defaults.

         The Holders of a majority in principal amount of a series by notice
to the Trustee may waive an existing Default on the series and its
consequences except:

         (1)   a Default in the payment of the principal of or interest on the
               series, or

         (2)   a Default in respect of a provision that under Section 9.02
               cannot be amended without the consent of each Securityholder
               affected.


SECTION 6.05.  Control by Majority.

         The Holders of a majority in principal amount of a series may direct
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or of exercising any trust or power conferred on the
Trustee, with respect to the series.  However, the Trustee may refuse to fol-
low any direction that conflicts with law or this Indenture.

                                     -18-
<PAGE> 23

SECTION 6.06.  Limitation on Suits.

         A Securityholder of a series may pursue a remedy with respect to the
series only if:

         (1)   the Holder gives to the Trustee notice of a continuing Event of
               Default on the series;

         (2)   the Holders of at least 25% in principal amount of the series
               make a request to the Trustee to pursue the remedy;

         (3)   such Holder or Holders offer to the Trustee indemnity
               satisfactory to the Trustee against any loss, liability or
               expense;

         (4)   the Trustee does not comply with the request within 60 days
               after receipt of the request and the offer of indemnity; and

         (5)   during such 60-day period the Holders of a majority in
               principal amount of the series do not give the Trustee a
               direction inconsistent with such request.

         A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.


SECTION 6.07.  Collection Suit by Trustee.

         If an Event of Default in payment of interest, principal or sinking
fund payment specified in Section 6.01(1), (2) or (3) occurs and is continuing
on a series, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the series.


SECTION 6.08.  Priorities.

         If the Trustee collects any money for a series pursuant to this
Article, it shall pay out the money in the following order:

               First:  to the Trustee for amounts due under Section 7.06;

               Second:  to Securityholders of the series for amounts due and
         unpaid for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable for
         principal and interest, respectively; and

               Third:  to the Company.

         The Trustee may fix a payment date for any payment to
Securityholders.








                                     -19-
<PAGE> 24

                              ARTICLE 7--TRUSTEE


SECTION 7.01.  Rights of Trustee.

         (1)   The Trustee may rely on any document believed by it to be
               genuine and to have been signed or presented by the proper
               person.  The Trustee need not investigate any fact or matter
               stated in the document.

         (2)   Before the Trustee acts or refrains from acting, it may require
               an Officers' Certificate or an Opinion of Counsel.  The Trustee
               shall not be liable for any action it takes or omits to take in
               good faith in reliance on the Certificate or Opinion.

         (3)   The Trustee may act through agents and shall not be responsible
               for the misconduct or negligence of any agent appointed with
               due care.

         (4)   The Trustee shall not be liable for any action it takes or
               omits to take in good faith in accordance with a direction
               received by it pursuant to Section 6.05.

         (5)   The Trustee may refuse to perform any duty or exercise any
               right or power which it reasonably believes may expose it to
               any loss, liability or expense unless it receives indemnity
               satisfactory to it against such loss, liability or expense.

         (6)   The Trustee shall not be liable for interest on any money
               received by it except as the Trustee may agree with the
               Company.  Money held in trust by the Trustee need not be
               segregated from other funds except to the extent required by
               law.

         (7)   The Trustee shall have no duty with respect to a Default unless
               a Trust Officer has received written notice of such Default.

         (8)   The Trustee shall not be liable for any action it takes or
               omits to take in good faith which it believes to be authorized
               and within its powers.

         (9)   Any Agent shall have the same rights and be protected to the
               same extent as if it were Trustee.


SECTION 7.02.  Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities or coupons and may otherwise deal with the
Company or an Affiliate with the same rights it would have if it were not
Trustee.  Any Agent may do the same with like rights.


SECTION 7.03.  Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities or any coupons; it shall not be accountable
for the Company's use of the proceeds from the Securities; it shall not be
responsible for any statement in the Securities or any coupons; it shall not
be responsible for any overissue; it shall not be responsible for determining
                                     -20-
<PAGE> 25

whether the form and terms of any Securities or coupons were established in
conformity with this Indenture; and it shall not be responsible for
determining whether any Securities were issued in accordance with this
Indenture.


SECTION 7.04.  Notice of Defaults.

         If a Default occurs and is continuing on a series and if it is known
to the Trustee, the Trustee shall mail a notice of the Default within 90 days
after it occurs to Holders of Registered Securities of the series.  Except in
the case of a Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Holders of the
series.  The Trustee shall withhold notice of a Default described in Section
6.01(4) until at least 90 days after it occurs.


SECTION 7.05.  Reports by Trustee to Holders.

         Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before July 15 of each
year.

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange on which any Securities
are listed.  The Company shall notify the Trustee when any Securities are
listed on a stock exchange.


SECTION 7.06.  Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services.  The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred by it.  Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee (including its officers,
directors and employees) against any loss or liability incurred by it.  The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity.  The Company shall defend the claim and the Trustee shall cooperate
in the defense.  The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel.  The Company need not
pay for any settlement made without its consent.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Securities and any coupons on all money
or property held or collected by the Trustee, except that held in trust to pay
principal or interest on particular Securities.

         When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

                                     -21-
<PAGE> 26

         The provisions of this Section shall survive any termination or
discharge of this Indenture (including without limitation any termination
under any Bankruptcy Law) and the resignation or removal of the Trustee.


SECTION 7.07.  Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

         The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee with the Company's
consent.

         The Company may remove the Trustee if:

         (1)   the Trustee fails to comply with TIA Section 310(a) or TIA
               Section 310(b) or with Section 7.09;

         (2)   the Trustee is adjudged a bankrupt or an insolvent;

         (3)   a Custodian or other public officer takes charge of the Trustee
               or its property;

         (4)   the Trustee becomes incapable of acting; or

         (5)   an event of the kind described in Section 6.01(5) or (6) occurs
               with respect to the Trustee.

         The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee six months in advance and if no Default occurs
or is continuing during the six-month period.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor
Trustee.

         If the Trustee fails to comply with TIA Section 310(a) or TIA
Section 310(b) or with Section 7.09, any Securityholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment
of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Holders of Registered Securities.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.


                                     -22-
<PAGE> 27

SECTION 7.08.  Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.


SECTION 7.09.  Trustee's Capital and Surplus.

         The Trustee at all times shall have a combined capital and surplus of
at least $10,000,000 as set forth in its most recent published report of
condition.


                       ARTICLE 8--DISCHARGE OF INDENTURE


SECTION 8.01.  Defeasance.

         Securities of a series may be defeased in accordance with their terms
and, unless the Securities Resolution establishing the series otherwise
provides, in accordance with this Article.

         The Company at any time may terminate as to a series all of its
obligations under this Indenture, the Securities of a series and any related
coupons ("legal defeasance option").  The Company at any time may terminate as
to a series its obligations, if any, under Section 4.07 and any other
restrictive covenants which may be applicable to a particular series
("covenant defeasance option").  However, in the case of the legal defeasance
option, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 7.06, 7.07 and 8.04 shall survive until the Securities of the series are
no longer outstanding; thereafter the Company's obligations in Section 7.06
shall survive.

         The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option.  If the Company
exercises its legal defeasance option, a series may not be accelerated because
of an Event of Default.  If the Company exercises its covenant defeasance
option, a series may not be accelerated by reference to Section 4.07 or any
other restrictive covenants which may be applicable to a particular series so
defeased under the terms of the series.

         The Trustee upon request shall acknowledge in writing the discharge
of those obligations that the Company terminates.


SECTION 8.02.  Conditions to Defeasance.

         The Company may exercise as to a series its legal defeasance option
or its covenant defeasance option if:

         (1)   the Company irrevocably deposits in trust with the Trustee or
               another trustee money or U.S. Government Obligations;

         (2)   the Company delivers to the Trustee a certificate from a
               nationally recognized firm of independent accountants
               expressing their opinion that the payments of principal and
               interest when due on the deposited U.S. Government Obligations
               without reinvestment plus any deposited money without
                                     -23-
<PAGE> 28

               investment will provide cash at such times and in such amounts
               as will be sufficient to pay principal and interest when due on
               all the Securities of the series to maturity or redemption, as
               the case may be;

         (3)   immediately after the deposit no Default exists;

         (4)   the deposit does not constitute a default under any other
               agreement binding on the Company;

         (5)   the deposit does not cause the Trustee to have a conflicting
               interest under TIA Section 310(a) or TIA Section 310(b) as to
               another series;

         (6)   the Company delivers to the Trustee an Opinion of Counsel to
               the effect that Holders of the series will not recognize
               income, gain or loss for Federal income tax purposes as a
               result of the defeasance; and

         (7)   91 days pass after the deposit is made and during the 91-day
               period no Default specified in Section 6.01(5) or (6) occurs
               that is continuing at the end of the period.

         Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date
in accordance with Article 3.

         "U.S. Government Obligations" means securities which are direct
obligations of (i) the United States or (ii) an agency or instrumentality of
the United States, the payment of which is unconditionally guaranteed by the
United States, which, in either case, have the full faith and credit of the
United States pledged for payment and are not callable at the issuer's option,
or certificates representing an ownership interest in such obligations.


SECTION 8.03.  Application of Trust Money.

         The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.02.  It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal and interest
on Securities of the defeased series.


SECTION 8.04.  Repayment to Company.

         The Trustee and the Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years.  After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
unsecured general creditors unless an abandoned property law designates
another person.





                                     -24-
<PAGE> 29

                       ARTICLE 9--AMENDMENTS AND WAIVERS


SECTION 9.01.  Without Consent of Holders.

         The Company and the Trustee may amend this Indenture, the Securities
or any coupons without the consent of any Securityholder:

         (1)   to cure any ambiguity, omission, defect or inconsistency;

         (2)   to comply with Article 5;

         (3)   to provide that specific provisions of this Indenture shall not
               apply to a series not previously issued;

         (4)   to create a series and establish its terms;

         (5)   to provide for a separate Trustee for one or more series; or

         (6)   to make any change that does not materially adversely affect
               the rights of any Securityholder.


SECTION 9.02.  With Consent of Holders.

         The Company and the Trustee may amend this Indenture, the Securities
and any coupons with the written consent of the Holders of a majority in
principal amount of the Securities of all series affected by the amendment
voting as one class.  However, without the consent of each Securityholder
affected, an amendment under this Section may not:

         (1)   reduce the amount of Securities whose Holders must consent to
               an amendment;

         (2)   reduce the interest on or change the time for payment of
               interest on any Security;

         (3)   change the fixed maturity of any Security;

         (4)   reduce the principal of any non-Discounted Security or reduce
               the amount of principal of any Discounted Security that would
               be due upon an acceleration thereof;

         (5)   change the currency in which principal or interest on a
               Security is payable; or

         (6)   make any change in Section 6.04 or 9.02, except to increase the
               amount of Securities whose Holders must consent to an amendment
               or waiver or to provide that other provisions of this Indenture
               cannot be amended or waived without the consent of each
               Securityholder affected thereby.

         An amendment of a provision included solely for the benefit of one or
more series does not affect Securityholders of any other series.

         Securityholders need not consent to the exact text of a proposed
amendment or waiver; it is sufficient if they consent to the substance
thereof.


                                     -25-
<PAGE> 30

SECTION 9.03.  Compliance with Trust Indenture Act.

         Every amendment pursuant to Section 9.01 or 9.02 shall be set forth
in a supplemental indenture that complies with the TIA as then in effect.

         If a provision of the TIA requires or permits a provision of this
Indenture and the TIA provision is amended, then the Indenture provision shall
be automatically amended to like effect.


SECTION 9.04.  Effect of Consents.

         An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Securityholder entitled to consent to it.

         A consent to an amendment or waiver by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder's Security.  Any Holder
or subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.

         The Company may fix a record date for the determination of Holders of
Registered Securities entitled to give a consent.  The record date shall not
be less than 10 nor more than 60 days prior to the first written solicitation
of Securityholders.


SECTION 9.05.  Notation on or Exchange of Securities.

         The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated.  The Company may
issue in exchange for affected Securities new Securities that reflect the
amendment or waiver.


SECTION 9.06.  Trustee Protected.

         The Trustee need not sign any supplemental indenture that adversely
affects its rights.  The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment or supplement or
waiver authorized pursuant to this Article is authorized or permitted by this
Indenture, and that such amendment or supplement or waiver constitutes the
legal, valid and binding obligation of the Company.


                           ARTICLE 10--MISCELLANEOUS


SECTION 10.01.  Trust Indenture Act.

         The provisions of TIA Sections 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not expressly set forth herein.

         If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by
the TIA, the required provision shall control.
                                     -26-
<PAGE> 31

SECTION 10.02.  Notices.

         Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or
mailed by first-class mail to the other's address shown below:

               Company:    Wisconsin Electric Power Company
                           231 West Michigan Street
                           P.O. Box 2046
                           Milwaukee, WI  53201

                           Attention:  Corporate Secretary

               Trustee:    Firstar Trust Company
                           777 East Wisconsin Avenue
                           Milwaukee, WI  53202

                           Attention:  Corporate Trust Department

         A party by notice to the other parties may designate additional or
different addresses for subsequent notices.

         Any notice mailed to a Securityholder shall be mailed to his address
shown on the register kept by the Transfer Agent or on the list referred to in
Section 2.06.  Failure to mail a notice to a Securityholder or any defect in a
notice mailed to a Securityholder shall not affect the sufficiency of the
notice mailed to other Securityholders or the sufficiency of any published
notice.

         If a notice is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.

         If the Company mails a notice to Securityholders, it shall mail a
copy to the Trustee and each Agent at the same time.

         If in the Company's opinion it is impractical to mail a notice
required to be mailed or to publish a notice required to be published, the
Company may give such substitute notice as the Trustee approves.  Failure to
publish a notice as required or any defect in it shall not affect the
sufficiency of any mailed notice.

         All notices shall be in the English language, except that any
published notice may be in an official language of the country of publication.

         A "notice" includes any communication required by this Indenture.


SECTION 10.03.  Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall if so requested furnish to
the Trustee:

         (1)   an Officers' Certificate stating that, in the opinion of the
               signers, all conditions precedent, if any, provided for in this
               Indenture relating to the proposed action have been complied
               with; and

         (2)   an Opinion of Counsel stating that, in the opinion of such
               counsel, all such conditions precedent have been complied with.
                                     -27-
<PAGE> 32

SECTION 10.04.  Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

         (1)   a statement that the person making such certificate or opinion
               has read such covenant or condition;

         (2)   a brief statement as to the nature and scope of the examination
               or investigation upon which the statements or opinions
               contained in such certificate or opinion are based;

         (3)   a statement that, in the opinion of such person, he has made
               such examination or investigation as is necessary to enable him
               to express an informed opinion as to whether or not such cove-
               nant or condition has been complied with; and

         (4)   a statement as to whether or not, in the opinion of such
               person, such condition or covenant has been complied with.


SECTION 10.05.  Rules by Company and Agents.

         The Company may make reasonable rules for action by or a meeting of
Securityholders.  An Agent may make reasonable rules and set reasonable
requirements for its functions.


SECTION 10.06.  Legal Holidays.

         A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open.  If a payment date is a Legal
Holiday at a place of payment, unless the Securities Resolution establishing a
series otherwise provides with respect to Securities of the series, payment
may be made at that place on the next succeeding day that is not a Legal Holi-
day, and no interest shall accrue for the intervening period.


SECTION 10.07.  No Recourse Against Others.

         All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.


SECTION 10.08.  Duplicate Originals.

         The parties may sign any number of copies of this Indenture.  One
signed copy is enough to prove this Indenture.


SECTION 10.09.  Governing Law.

         The laws of the State of Wisconsin shall govern this Indenture, the
Securities and any coupons, unless federal law governs.






                                     -28-
<PAGE> 33
                                  SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the date first above written.


                                      WISCONSIN ELECTRIC POWER COMPANY 

(CORPORATE SEAL)
                                      By   /s/ Richard R. Grigg, Jr.    
                                         -------------------------------
                                         Richard R. Grigg, Jr.
                                         President and Chief 
                                           Operating Officer
Attest:


 /s/ Ann Marie Brady     
-------------------------
Ann Marie Brady
Secretary
                                      FIRSTAR TRUST COMPANY


                                      By   /s/ Gene E. Ploeger          
                                         -------------------------------
(CORPORATE SEAL)                         Gene Ploeger
                                         Assistant Vice President


Attest:


 /s/ Amy E. Nolde        
-------------------------
Amy Nolde
Assistant Secretary























                                     -29-
<PAGE> 34

























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                                     -30-
<PAGE> 35

STATE OF WISCONSIN,)
                   ) ss.:
COUNTY OF MILWAUKEE)

      On this 6th day of December, 1995, before me personally appeared
Richard R. Grigg, Jr. and Ann Marie Brady to me personally known who being by
me severally duly sworn, did say:  that Richard R. Grigg, Jr. is President and
Chief Operating Officer and Ann Marie Brady is Secretary of WISCONSIN ELECTRIC
POWER COMPANY, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed on behalf of said corporation by authority of its Board of Directors;
and said Richard R. Grigg, Jr. and Ann Marie Brady severally acknowledged said
instrument to be the free act and deed of said corporation.


 /s/ Karen G. Paul
------------------------------
Notary Public
State of Wisconsin
My Commission expires 10/12/97


(SEAL OF NOTARY PUBLIC)




STATE OF WISCONSIN,)
                   ) ss.:
COUNTY OF MILWAUKEE)

      On this 6th day of December, 1995, before me personally appeared Gene
Ploeger and Amy Nolde to me personally known, who being by me severally duly
sworn, did say:  that Gene Ploeger is an Assistant Vice President and Amy
Nolde is an Assistant Secretary of FIRSTAR TRUST COMPANY, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation
and that said instrument was signed and sealed on behalf of said corporation
by authority of its Board of Directors; and said Gene Ploeger and Amy Nolde
severally acknowledged said instrument to be the free act and deed of said
corporation.


 /s/ Janice S. Grezinski
------------------------
Notary Public
State of Wisconsin
My Commission expires 2-2-97


(SEAL OF NOTARY PUBLIC)










                                     -31-
<PAGE> 36























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                                     -32-
<PAGE> 37

                                   EXHIBIT A

                         A Form of Registered Security

No._____________                                                $_____________

                       WISCONSIN ELECTRIC POWER COMPANY
                              [Title of Security]


WISCONSIN ELECTRIC POWER COMPANY
promises to pay to ______________________________________________

or registered assigns
the principal sum of ____________ Dollars on ______________, ____

Interest Payment Dates:  ___________________
         Record Dates:   ___________________



                                      Dated:

FIRSTAR TRUST COMPANY                 WISCONSIN ELECTRIC POWER COMPANY
Transfer Agent and Paying Agent  

                                      by
                                       ______________________________
Authenticated:                         [Title of Authorized Officer]


FIRSTAR TRUST COMPANY                     (CORPORATE SEAL)
Registrar, by


______________________________         ______________________________
Authorized Signature                   [Assistant] Secretary























                                     -33-
<PAGE> 38

                       WISCONSIN ELECTRIC POWER COMPANY
                              [Title of Security]


1.       Interest.(1)

         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 _________________ and _________________ of
         each year commencing ________________, 19__.  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
         _________________, 19__.  Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

2.       Method of Payment.(2)

         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.(2A)

         Initially, Firstar Trust Company 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 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.       Optional Redemption.(3)

         On or after _____________, ____, the Company may redeem all the
         Securities at any time or some of them from time to time at the
         following redemption prices (expressed in percentages of principal
         amount), plus accrued interest to the redemption date.





                                     -34-
<PAGE> 39

         If redeemed during the 12-month period beginning _______________,

         Year                 Percentage          Year           Percentage



         and thereafter at 100%.

6.       Mandatory Redemption.(4)

         The Company will redeem $____________ principal amount of Securities
         on _________________________ and on each _______________ thereafter
         through ____________________ at a redemption price of 100% of
         principal amount, plus accrued interest to the redemption date.(5) 
         The Company may reduce the principal amount of Securities to be
         redeemed pursuant to this paragraph by subtracting 100% of the
         principal amount (excluding premium) of any Securities (i) that the
         Company has acquired or that the Company has redeemed other than
         pursuant to this paragraph and (ii) that the Company has delivered to
         the Registrar for cancellation.  The Company may so subtract the same
         Security only once.

7.       Additional Optional Redemption.(6)

         In addition to redemptions pursuant to the above paragraph(s), the
         Company may redeem not more than $____________ principal amount of
         Securities on ________________________ and on each __________________
         thereafter through __________________ at a redemption price of 100%
         of principal amount, plus accrued interest to the redemption date.

8.       Notice of Redemption.(7)

         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.

9.       Denominations, Transfer, Exchange.

         The Securities are in registered form without coupons in
         denominations of $1,000(8) 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 endorse-
         ments 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.

10.      Persons Deemed Owners.

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

11.      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.(9)
                                     -35-
<PAGE> 40

         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 Com-
         pany obligations to Securityholders; or to make any change that does
         not materially adversely affect the rights of any Securityholder.

12.      Restrictive Covenants.(10)

         The Securities are unsecured general obligations of the Company
         limited to $____________ principal amount.  The Indenture does not
         limit other unsecured debt.  Section 4.07 of the Indenture, which if
         applicable limits certain mortgages and other liens, [will] [will
         not] apply with respect to the Securities.  [The limitations are
         subject to a number of important qualifications and exceptions.]

13.      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.

14.      Defeasance Prior to Redemption or Maturity.(11)

         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.

15.      Defaults and Remedies.

         An Event of Default(12) 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(13) 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.
                                     -36-
<PAGE> 41

16.      Trustee Dealings with Company.

         Firstar Trust Company, 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.

17.      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.

18.      Authentication.

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

19.      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.
























                                     -37-
<PAGE> 42

                                   EXHIBIT B

                           A Form of Bearer Security



No. _____________                                               $_____________

                       WISCONSIN ELECTRIC POWER COMPANY
                              [Title of Security]

WISCONSIN ELECTRIC POWER COMPANY
promises to pay to bearer




the principal sum of ______________ Dollars on ____________, ____

Interest Payment Dates:  _____________________________



                                          Dated:


FIRSTAR TRUST COMPANY                     WISCONSIN ELECTRIC POWER COMPANY
Transfer Agent and Paying Agent


                                          by



                                          _____________________________
Authenticated:                            [Title of Authorized Officer]



FIRSTAR TRUST COMPANY                     (CORPORATE SEAL)
Registrar, by



_____________________________             ___________________________
Authorized Signature                      [Assistant] Secretary














                                     -38-
<PAGE> 43

                       WISCONSIN ELECTRIC POWER COMPANY
                              [Title of Security]

1.       Interest.(1)

         Wisconsin Electric Power Company (the "Company"), a Wisconsin
         corporation, promises to pay to bearer interest on the principal
         amount of this Security at the rate per annum shown above.  The
         Company will pay interest semiannually on __________________________
         and __________________________ of each year commencing
         _________________, 19__.  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 ______________, 19__.  Interest will be
         computed on the basis of a 360-day year of twelve 30-day months.

2.       Method of Payment.(2)

         Holders must surrender Securities and any coupons to a Paying Agent
         to collect principal and interest 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.

3.       Securities Agents.(2A)

         Initially, Firstar Trust Company will act as Transfer Agent, Paying
         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 Firstar Trust Company (the "Trustee").  The
         terms of the Securities include those stated in the Indenture and the
         Securities Resolution establishing the series 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.       Optional Redemption.(3)

         On or after ____________, ____, the Company may redeem all the
         Securities at any time or some of them from time to time at the 
         following redemption prices (expressed in percentages of principal
         amount), plus accrued interest to the redemption date.

         If redeemed during the 12-month period beginning ___________________,

         Year                 Percentage         Year              Percentage



         and thereafter at 100%.


                                     -39-
<PAGE> 44

6.       Mandatory Redemption.(4)

         The Company will redeem $_________ principal amount of Securities on
         __________________ and on each __________________ thereafter through
         _________________ at a redemption price of 100% of principal amount,
         plus accrued interest to the redemption date(5).  The Company may
         reduce the principal amount of Securities to be redeemed pursuant to
         this paragraph by subtracting 100% of the principal amount (excluding
         premium) of any Securities (i) that the Company has acquired or that
         the Company has redeemed other than pursuant to this paragraph and
         (ii) that the Company has delivered to the Registrar for
         cancellation.  The Company may so subtract the same Security only
         once.

7.       Additional Optional Redemption.(6)

         In addition to redemptions pursuant to the above paragraph(s), the
         Company may redeem not more than $____________ principal amount of
         Securities on __________________ and on each __________________
         thereafter through __________________ at a redemption price of 100%
         of principal amount, plus accrued interest to the redemption date.

8.       Notice of Redemption.(7)

         Notice of redemption will be published once in an Authorized
         Newspaper in the City of New York and if the Securities are listed on
         any stock exchange located outside the United States and such stock
         exchange so requires, in any other required city outside the United
         States at least 30 days but not more than 60 days before the
         redemption date.  Notice of redemption also will be mailed to holders
         who have filed their names and addresses with the Transfer Agent
         within the two preceding years.  A holder of Securities may miss
         important notices if he fails to maintain his name and address with
         the Transfer Agent.

9.       Denominations, Transfer, Exchange.

         The Securities are in bearer form with coupons in denominations of
         $5,000(8) and whole multiples of $5,000.  The Securities may be
         transferred by delivery and exchanged as provided in the Indenture. 
         Upon an exchange, the Transfer Agent may require a holder, among
         other things, to furnish appropriate documents and to pay any taxes
         and fees required by law or the Indenture.  The Transfer Agent need
         not exchange any Security or portion of a Security selected for
         redemption.  Also, it need not exchange any Securities for a period
         of 15 days before a selection of Securities to be redeemed.

10.      Persons Deemed Owners.

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

11.      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.(9) 
         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.
                                     -40-
<PAGE> 45

         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.

12.      Restrictive Covenants.(10)

         The Securities are unsecured general obligations of the Company
         limited to $____________ principal amount.  The Indenture does not
         limit other unsecured debt.  Section 4.07 of the Indenture, which if
         applicable limits certain mortgages and other liens, [will] [will
         not] apply with respect to the Securities.  [The limitations are
         subject to a number of important qualifications and exceptions.]

13.      Successors.

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

14.      Defeasance Prior to Redemption or Maturity.(11)

         Subject to certain conditions, the Company at any time may terminate
         some or all of its obligations under the Securities, any coupons 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.

15.      Defaults and Remedies.

         An Event of Default(12) 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 making of any sinking fund
         payment; 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(13) 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.



                                     -41-
<PAGE> 46

16.      Trustee Dealings with Company.

         Firstar Trust Company, 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.

17.      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.

18.      Authentication.

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

19.      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.
























                                     -42-
<PAGE> 47

                               [FACE OF COUPON]
                                                         ..............
                                                         [$]...........
                                                         Due...........


                       WISCONSIN ELECTRIC POWER COMPANY
                              [Title of Security]



Unless the Security attached to this coupon has been called for redemption,
Wisconsin Electric Power Company (the "Company") will pay to bearer, upon
surrender, the amount shown hereon when due.  This coupon may be surrendered
for payment to any Paying Agent listed on the back of this coupon unless the
Company has replaced such Agent.  Payment may be made by check.  This coupon
represents six months' interest.



                                 ___________________________________


                                 By_________________________________


                              [REVERSE OF COUPON]

                                 PAYING AGENTS































                                     -43-
<PAGE> 48
























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                                     -44-
<PAGE> 49

                           NOTES TO EXHIBITS A AND B

(1)  If the Security is not to bear interest at a fixed rate per annum, insert
     a description of the manner in which the rate of interest is to be
     determined.  If the Security is not to bear interest prior to maturity,
     so state.

(2)  If the method or currency of payment is different, insert a statement
     thereof.

(2A) As is done in Section 2.03 of the Indenture, the Trustee must be
     appointed Registrar under Section 182.23, Wis. Stats., and Wisconsin
     Electric Power Company's Bylaws as in effect as of the date of this
     Indenture, for officers' signatures on Securities to be in facsimile.

(3)  If applicable.  If the Security is to be subject to a nonrefunding
     restriction, insert a brief summary thereof.  If the redemption is to be
     subject to a condition, insert a brief summary thereof.

(4)  If applicable.

(5)  If the Security is a Discounted Security, insert amount to be redeemed or
     method of calculating such amount.

(6)  If applicable.  Also insert, if applicable, provisions for repayment of
     Securities at the option of the Securityholder.

(7)  If applicable.  If the Company may condition such redemption on the
     happening of a stated event, in which case the notice will so provide,
     insert a brief summary thereof.

(8)  If applicable.  Insert additional or different denominations.

(9)  If different terms apply, insert a brief summary thereof.

(10) If applicable.  If the Security is to have the benefit of additional or
     different covenants, insert a brief summary thereof.

(11) If applicable.  If different defeasance terms apply, insert a brief
     summary thereof.

(12) If additional or different Events of Default apply, insert a brief
     summary thereof.

(13) If the Security is a Discounted Security, set forth the amount due and
     payable upon an Event of Default.

Note:  U.S. tax law may require certain legends on Discounted and Bearer
Securities.











                                     -45-
<PAGE> 50


























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                                     -46-
<PAGE> 51

                                   EXHIBIT C

                                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)



                 _____________________________________________
                 (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:



___________________________________]






















                                     -47-