Wisconsin Gas Co Sample Contracts

Wisconsin Gas Llc – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 2 OF WISCONSIN GAS LLC (November 18th, 2005)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN GAS LLC (formerly Wisconsin Gas Company) (the “Company”), do hereby certify, solely in my capacity as an officer of the Company, that the attached is a true and correct copy of Securities Resolution No. 2 under the Indenture dated as of December 1, 2003, as amended by the First Supplemental Indenture dated as of March 22, 2004 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by resolutions duly adopted by the Board of Directors of the Company (then called the Board of Managers) at a meeting duly called and held on the 20th day of January, 2005, as supplemented by resolutions duly adopted by the Board of Directors at a meeting duly called and held on October 20, 2005; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify

Wisconsin Gas Llc – WISCONSIN GAS LLC DEBT SECURITIES UNDERWRITING AGREEMENT (November 18th, 2005)

Wisconsin Gas LLC, a Wisconsin limited liability company (the “Company”), proposes to issue and sell to one or more underwriters (the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) the aggregate principal amount of one or more new series of its debt securities (the “Securities”) set forth in Schedule B hereto. The Securities will be issued under an indenture, dated as of December 1, 2003, as supplemented by the First Supplemental Indenture, dated as of March 22, 2004 (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale.

Wisconsin Gas Llc – Quarles & Brady LLP (November 18th, 2005)
Wisconsin Gas Co – LIMITED LIABILITY COMPANY AGREEMENT OF WISCONSIN GAS LLC Dated: July 28, 2004 LIMITED LIABILITY COMPANY AGREEMENT OF WISCONSIN GAS LLC (August 2nd, 2004)

THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Wisconsin Gas LLC (the "Company") dated as of this 28th day of July, 2004, by Wisconsin Energy Corporation, a Wisconsin corporation, as the sole member of the Company (the "Member").

Wisconsin Gas Co – PLAN OF CONVERSION OF WISCONSIN GAS COMPANY INTO WISCONSIN GAS LLC (August 2nd, 2004)

THIS PLAN OF CONVERSION (this "Plan") dated as of July 21, 2004 is hereby adopted by WISCONSIN GAS COMPANY, a Wisconsin corporation (the "Corporation"), in accordance with Section 180.1161 of the Wisconsin Business Corporation Law (the "WBCL") and Section 183.1207 of the Wisconsin Limited Liability Companies Act (the "WLLCA").

Wisconsin Gas Co – ARTICLES OF ORGANIZATION OF WISCONSIN GAS LLC (August 2nd, 2004)

The undersigned, acting for the purpose of forming a Wisconsin limited liability company under Chapter 183 of the Wisconsin Statutes, adopts the following Articles of Organization for such limited liability company:

Wisconsin Gas Co – WISCONSIN GAS COMPANY and (as successor to First Wisconsin Trust Company) As Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2004 to Indenture Dated as of September 1, 1990 6.60% Debentures due September 15, 2013 6-3/8% Notes due November 1, 2005 5-1/2% Notes due January 15, 2009 (March 30th, 2004)

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is made as of March 22, 2004, between WISCONSIN GAS COMPANY, a Wisconsin corporation (the "Company"), as issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Trustee"), as trustee.

Wisconsin Gas Co – WISCONSIN GAS COMPANY and As Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 22, 2004 to Indenture Dated as of December 1, 2003 5.20% Debentures due December 1, 2015 (March 30th, 2004)

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is made as of March 22, 2004, between WISCONSIN GAS COMPANY, a Wisconsin corporation (the "Company"), as issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Trustee"), as trustee.

Wisconsin Gas Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 1 OF WISCONSIN GAS COMPANY (December 10th, 2003)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN GAS COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 1 under the Indenture dated as of December 1, 2003 between the Company and U.S. Bank National Association, as Trustee, which has been duly adopted by the Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on the 10th day of December, 2002; that a quorum of said Board was present at said meeting and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Gas Co – WISCONSIN GAS COMPANY and U.S. BANK NATIONAL ASSOCIATION, as Trustee (December 10th, 2003)

INDENTURE dated as of December 1, 2003 between WISCONSIN GAS COMPANY, a Wisconsin corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

Wisconsin Gas Co – AFFILIATED INTEREST AGREEMENT (November 13th, 2001)

AFFILIATED INTEREST AGREEMENT ----------------------------- THIS AGREEMENT is made and entered into this 1st day of May, 2001, by and among Wisconsin Energy Corporation ("Wisconsin Energy"), the Utility Affiliates (as defined below) and the other Nonutility Affiliates (as defined below) in the holding company system of Wisconsin Energy which have become parties hereto by signature below or by endorsement as provided herein. W I T N E S S E T H WHEREAS, the Wisconsin Energy is a "holding company" as defined in Sec. 196.795(1)(h), Wis. Stats.; and WHEREAS, the Utility Affiliates are public utilities in the holding company system of Wisconsin Energy and are "public utility affiliates" as defined in Sec. 196.795(1)(L), Wis. Stats.; and WHEREAS, the Nonutility Affiliates (including Wisconsin Energy) are companies in the holding company system of Wisconsin Energy and are "nonutility affili

Wisconsin Gas Co – AMENDMENT TO DEFERRED COMPENSATION AGREEMENT (November 12th, 1999)

1 EXHIBIT 10-1 AMENDMENT TO DEFERRED COMPENSATION AGREEMENT This AGREEMENT, made and entered into as of this 28th day of July, 1999, as an amendment to the Agreement between Wisconsin Gas Company and Thomas F. Schrader entered into as of October 31, 1985 (the "Original Agreement"): WITNESSETH: WHEREAS, pursuant to the Agreement and Plan of Merger by and among Wisconsin Energy Corporation and WICOR, Inc. and CEW Acquisition, Inc. dated as of June 27, 1999, as it may be amended from time to time (the "Merger Agreement"), it is contemplated that WICOR, Inc. will be merged with Wisconsin Energy Corporation or a subsidiary thereof; and WHEREAS, it is the intention of the parties hereto to protect Mr. Schrader in the event of the termination without cause by Wisconsin Energy Corporation or his own voluntary termination in certain circumstances; NOW, THEREFORE, Section 4 of the Original Agreement be an

Wisconsin Gas Co – 1992 DIRECTOR STOCK OPTION PLAN (March 23rd, 1999)

1 WICOR, Inc. 1992 DIRECTOR STOCK OPTION PLAN AS AMENDED DECEMBER 15, 1998 I. PURPOSE. The purpose of the WICOR, Inc. 1992 Director Stock Option Plan (the "Plan") is to promote the best interests of WICOR, Inc. (the "Company") and its shareholders by providing a means to attract and retain directors of exceptional competence who are not employees of the Company or any subsidiary or affiliate thereof ("Eligible Directors") and to provide opportunities for stock ownership by such Eligible Directors which will increase their proprietary interest in the Company and, consequently, their identification with the interests of the Company's shareholders. II. SECURITIES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section XI hereof, an aggregate of 300,000 shares of the Company's common stock, $1 par value ("Common Stock"), may be issued to Eligible Director

Wisconsin Gas Co – UNDERWRITING AGREEMENT (January 20th, 1999)

$50,000,000 WISCONSIN GAS COMPANY 5 1/2% Notes Due 2009 UNDERWRITING AGREEMENT January 15, 1999 January 15, 1999 Morgan Stanley & Co. Incorporated Robert W. Baird & Co. Incorporated A.G. Edwards & Sons, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: Wisconsin Gas Company, a Wisconsin corporation (the "Company"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "Underwriters") $50,000,000 principal amount of its 5 1/2% Notes Due 2009 (the "Securities") to be issued pursuant to the provisions of an Indenture dated as of

Wisconsin Gas Co – REVOLVING CREDIT AGREEMENT (November 4th, 1997)

1 EXHIBIT 4.1 REVOLVING CREDIT AGREEMENT Dated as of August 6, 1997 WISCONSIN GAS COMPANY, a Wisconsin corporation (the "Borrower"), CITIBANK, N.A., and the other banks named on the signature pages hereof (the "Banks"), and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders hereunder, hereby agree as follows: I ARTICLE DEFINITIONS AND ACCOUNTING TERMS A. SECTION Certain Defined Terms as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "A Advance" means an advance by a Lender to the Borrower as part of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of A Advance. "A Borrowing" means a borrowing con

Wisconsin Gas Co – KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (August 1st, 1997)

1 NO KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT, made and entered into as of the day of , 1997, by and between WICOR, Inc., a Wisconsin corporation (hereinafter referred to as the "Company"), and (hereinafter referred to as the "Executive"). W I T N E S S E T H : WHEREAS, the Executive is employed by the Company and/or a subsidiary of the Company in a key executive capacity, and the Executive's services are valuable to the conduct of the business of the Company; WHEREAS, the Board of Directors of the Company (the "Board") recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty about the Executive's future employment with the Company and/or any such subsidiary without regard to the Executive's competence or past contributions, which uncertainty may result in the loss of valuable serv

Wisconsin Gas Co – FIRST AMENDMENT (March 18th, 1997)

1 EXHIBIT 4-11 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to the Loan Agreement is made and entered into as of the 27 day of November, 1996, by and among the WICOR, Inc., Master Savings Trust (formerly the Wisconsin Gas Company Employees' Saving Plans Trust), (the "Trust"), WICOR, Inc. (the "Company") and ABN AMRO Bank N.V., a bank organized under the laws of the Netherlands and acting through its Chicago branch (the "Bank"). All terms not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement by and among the Trust, the Company and the Bank dated as of March 29, 1996 (the "Agreement"). W I T N E S S E T H: WHEREAS, the stated maturity of the ESOP Note (as amended) is August 31, 2001; and WHEREAS, the Trust has requested that the principa

Wisconsin Gas Co – SERVICE AGREEMENT (March 15th, 1996)

1 EXHIBIT 10.1 WICOR, INC. SYSTEM SERVICE AGREEMENT This Service Agreement (the "Agreement") is made and entered into as of the 1st day of June, 1994, by and among WICOR, Inc., a Wisconsin corporation ("WICOR"), Wisconsin Gas Company, a Wisconsin corporation ("Wisconsin Gas"), WEXCO of Delaware, Inc., a Delaware corporation ("WEXCO"), Sta-Rite Industries, Inc., a Wisconsin corporation ("Sta-Rite") and SHURflo Pump Manufacturing Company, a California corporation ("SHURflo"), and supersedes the Service Agreement dated as of January 1, 1988, as amended by endorsement dated as of July 28, 1993. WHEREAS, WICOR is a holding company owning all of the issued and outstanding common stock of its subsidiaries, Wisconsin Gas, WEXCO, Sta-Rite and SHURflo; and WHEREAS, WICOR, WEXCO, Sta-Rite and SHURflo (hereinafter referred to as "Nonutility Affiliates") are affiliated intere

Wisconsin Gas Co – Pursuant to the Indenture (November 8th, 1995)

WISCONSIN GAS COMPANY OFFICERS' CERTIFICATE Dated as of November 7, 1995 _____________ Setting Forth Terms of an Issue of Unsecured Notes 6 % Notes due 2005 ______________ Pursuant to the Indenture Dated as of September 1, 1990 OFFICERS' CERTIFICATE The undersigned, the Vice President and Chief Financial Officer, and the Treasurer of Wisconsin Gas Company, a Wisconsin corporation (the "Company"), hereby certify as provided below pursuant to Section 301 of the Indenture dated as of September 1, 1990 (the "Indenture") between the Company and Firstar Trust Company (the "Trustee"). This Officers' Certificate is delivered, pursuant to authority granted to the undersi

Wisconsin Gas Co – UNDERWRITING AGREEMENT (November 8th, 1995)

$65,000,000 WISCONSIN GAS COMPANY Notes UNDERWRITING AGREEMENT November 7, 1995 DEAN WITTER REYNOLDS INC. ROBERT W. BAIRD & CO. INCORPORATED A.G. EDWARDS & SONS, INC. c/o Dean Witter Reynolds Inc. 2 World Trade Center 65th Floor New York, New York 10048 Dear Sirs: 1. Introductory. Wisconsin Gas Company, a Wisconsin corporation (the "Company"), proposes to sell to you up to $65,000,000 aggregate principal amount (or net proceeds in the case of securities issued at an original issue discount), of its unsecured notes or debentures (the "Notes") pursuant to this Agreement. Unless otherwise specified in the Terms Agreement (as defined below), the Notes are to be issued under an Indenture dated as of September 1, 1990, between the Company a