Common use of Nature of Underwriters’ Obligations Clause in Contracts

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS By: /s/ Jxx Xxxxx Name: Jxx Xxxxx Title: Managing Director BMO CAPITAL MARKETS CORP. By: /s/ Mxxx Xxxxxxxxxx Name: Mxxx Xxxxxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx X. Exxx Xxxx Name: Xxxxxxx X. Exxx Xxxx Title: Managing Director XXXXXXXDirector, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Transaction Advisory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Underwriter Aggregate Principal Amount of Securities BofA Securities, Inc. $ 57,500,000 Xxxxxxx100,000,000 BMO Capital Markets Corp. $ 100,000,000 RBC Capital Markets, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities LLC $ 100,000,000 Scotia Capital (USA), ) Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs 100,000,000 Sxxxxxx Xxxxxxxx Shank & Co., Mitsubishi UFJ Securities LLC $ 60,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. $ 40,000,000 Total $ 500,000,000 Representatives: BofA Securities, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC and Scotia Capital (USA), ) Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500495,720,000. 1. Pricing Term Sheet dated December 5September 22, 20122022. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. /s/Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Xxxxxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Xxx Xxxxx Name: Yurij Slyz Xxx Xxxxx Title: Executive Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director & Head of U.S. Debt Origination For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays BMO Capital Inc. Markets Corp. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)132,000,000 BofA Securities, Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 132,000,000 PNC Capital Markets LLC 10,000,000 132,000,000 Scotia Capital (USA) Inc. 132,000,000 Comerica Securities, Inc. 42,000,000 Independence Point Securities LLC 30,000,000 Total $ 250,000,000 600,000,000 Representatives: Barclays BMO Capital Markets Corp., BofA Securities, Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities PNC Capital Markets LLC and Scotia Capital (USA), ) Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $246,817,500597,804,000 1. Pricing Term Sheet dated December September 5, 20122023. ATC Holding LLC Wisconsin Electric Power Company Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)5(B) Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (iii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (xxxxx://xxx.xxx.xxx/litigation/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (v) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director By: /s/ Vxxxxxx Xxxxxxx X. Name: Vxxxxxx Xxxxxxx Title: Managing Director By: /s/ Exxx Xxxx Name: Xxxxxxx X. Exxx Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. Head By: /s/ Xxxx Pxxxxxx Xxxxxxx Name: Xxxx Pxxxxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. Underwriter Aggregate Principal Amount of Senior Notes due December 15, 2028 J.X. Xxxxxx Securities LLC $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 110,000,000 PNC Capital Markets LLC 10,000,000 110,000,000 Scotia Capital (USA) Inc. 110,000,000 U.S. Bancorp Investments, Inc. 110,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. 40,000,000 Comerica Securities, Inc. 20,000,000 Total $ 250,000,000 500,000,000 Representatives: Barclays J.X. Xxxxxx Securities LLC, PNC Capital Inc.Markets LLC, Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities Scotia Capital (USA)) Inc. and U.S. Bancorp Investments, Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $246,817,500495,680,000 1. Pricing Term Sheet dated December 56, 20122021. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)Wisconsin Electric Power Company W.E. Power, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company ATC Holding LLC Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (iv) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX MXXXXX SXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC 57,500,000 KeyBanc $ 112,000,000 MUFG Securities Americas Inc. $ 112,000,000 RBC Capital Markets, LLC $ 112,000,000 BMO Capital Markets Corp. $ 32,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. 10,000,000 PNC Capital Markets $ 16,000,000 WR Securities, LLC 10,000,000 Total $ 250,000,000 16,000,000 Representatives: Barclays Capital Inc.Mxxxxx Sxxxxxx & Co. LLC, Xxxxxxx, Sachs & Co., Mitsubishi UFJ MUFG Securities (USA), Americas Inc. and and Xxxxxx Xxxxxxx & Co. RBC Capital Markets, LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)398,340,000 Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Orders” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), (a) that no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) and, to our knowledge, no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Only Issuance – The Depository Trust Company”. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Head For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays BNP Paribas Securities Corp. $69,000,000 Mizuho Securities USA LLC 69,000,000 RBC Capital Inc. $ 57,500,000 XxxxxxxMarkets, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities LLC 69,000,000 Scotia Capital (USA), ) Inc. 57,500,000 Xxxxxx 69,000,000 Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs Xxxxxxxx Shank & Co., Mitsubishi UFJ LLC 24,000,000 Representatives: BNP Paribas Securities Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia Capital (USA), ) Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500298,143,000. 1. Pricing Term Sheet dated December 53, 20122019. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Rxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. WXXXX FARGO SECURITIES, LLC By: /s/ Yurij Slyz Name: Yurij Slyz Cxxxxxx Xxxxxx Title: Executive Director SCOTIA CAPITAL (USA) INC. By: /s/ Jxx Xxxxxxx Title: CFO MIZUHO SECURITIES USA INC. By: /s/ Jxxxx Xx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx $ 62,500,000 Wxxxx Fargo Securities, LLC $ 62,500,000 Mizuho Securities USA Inc. $ 42,500,000 Scotia Capital (USA) Inc. $ 42,500,000 Sxxxxx X. Xxxxxxx & Co. Company, Inc. $ 25,000,000 Dxxxxx Xxxxxxxx, LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 15,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc., Wxxxx Fargo Securities, LLC, Mizuho Securities USA Inc. and and Xxxxxx Xxxxxxx & Co. LLC Scotia Capital (USA) Inc. Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)248,892,500 Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Orders” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), (a) that no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) and, to our knowledge, no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxx Title: Managing Director X.X. XXXXXX XXXXXXX & CO. SECURITIES LLC By: /s/ Yurij Slyz Xxxxxx Xxxxxxxxx Name: Yurij Slyz Xxxxxx Xxxxxxxxx Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Underwriter Aggregate Principal Amount of Senior Notes due September 15, 2023 Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)140,000,000 BofA Securities, Inc. 57,500,000 140,000,000 X.X. Xxxxxx Securities LLC 140,000,000 Xxxxx Fargo Securities, LLC 140,000,000 BMO Capital Markets Corp. 56,000,000 Xxxxxx X. Xxxxxxx & Co. Company, Inc. 56,000,000 Penserra Securities LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 28,000,000 Total $ 250,000,000 700,000,000 Representatives: Barclays Capital Inc., XxxxxxxBofA Securities, Sachs & Co.Inc., Mitsubishi UFJ X.X. Xxxxxx Securities (USA)LLC and Xxxxx Fargo Securities, Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500697,298,000 1. Pricing Term Sheet dated December 5September 14, 20122020. Wisconsin Electric Power Company W.E. Power, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)) Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”. (iv) To the best of our knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any federal court or federal governmental authority or agency (other than under the 1933 Act and the 1933 Act Regulations and the 1939 Act, which have been obtained or made) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities. (v) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (vi) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director By: /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director By: /s/ Xxxxxxx X. Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Underwriter Aggregate Principal Amount of Senior Notes due March 15, 2024 Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 90,000,000 X.X. Xxxxxx Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 90,000,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets 90,000,000 TD Securities (USA) LLC 10,000,000 90,000,000 U.S. Bancorp Investments, Inc. 90,000,000 Xxxxx Fargo Securities, LLC 90,000,000 Xxxxxx X. Xxxxxxx & Company, Inc. 60,000,000 Total $ 250,000,000 600,000,000 Representatives: Barclays Capital Inc., XxxxxxxX.X. Xxxxxx Securities LLC, Sachs & Co.KeyBanc Capital Markets Inc., Mitsubishi UFJ TD Securities (USA)) LLC, U.S. Bancorp Investments, Inc. and and Xxxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $246,817,500597,654,000 1. Pricing Term Sheet dated December 5March 16, 20122021. Wisconsin Electric Power Company W.E. Power, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company ATC Holding LLC FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)) Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (xxxxx://xxx.xxx.xxx/litigation/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (iv) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Title: Senior Executive Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Rxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Rxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ J.X. XXXXXX SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Rxxxxx Xxxxxxxxx Name: Yurij Slyz Rxxxxx Xxxxxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx 157,500,000 J.X. Xxxxxx Securities LLC 157,500,000 Sxxxxx X. Xxxxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)Company, Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 35,000,000 Total $ 250,000,000 350,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and J.X. Xxxxxx Xxxxxxx & Co. Securities LLC Proceeds to issuer (before offering expenses): $246,817,500348,554,500 1. Pricing Term Sheet dated December 5March 4, 20122019. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)Wisconsin Electric Power Company ATC Holding LLC Elm Road Generating Station Supercritical, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”. (iv) To the best of our knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any federal court or federal governmental authority or agency (other than under the 1933 Act and the 1933 Act Regulations and the 1939 Act, which have been obtained or made) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities. (v) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (vi) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iiivi) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Lxxxxxx XxxXxxxxx Name: Xxxxxxx X. Xxxx Lxxxxxx XxxXxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. J.X. XXXXXX SECURITIES LLC By: /s/ Xxxx Xxxxxxx Rxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Rxxxxx Xxxxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Executive Director XXXXXX XXXXXXX MXXXXX SXXXXXX & CO. LLC By: /s/ Yurij Slyz Nxxxxxxx Xxxxxx Name: Yurij Slyz Nxxxxxxx Xxxxxx Title: Executive Managing Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 130,000,000 $ 90,000,000 J.X. Xxxxxx Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx LLC 130,000,000 90,000,000 Mxxxxx Sxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets 130,000,000 90,000,000 Wxxxx Fargo Securities, LLC 130,000,000 90,000,000 Gxxxxxx Sxxxx & Co. LLC 65,000,000 45,000,000 Sxxxxx X. Xxxxxxx & Company, Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 65,000,000 45,000,000 Total $ 250,000,000 650,000,000 $ 450,000,000 Representatives: Barclays Capital Inc., XxxxxxxJ.X. Xxxxxx Securities LLC, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. LLC and Wxxxx Fargo Securities, LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2026 Notes: $ 646,971,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2028 Notes: $ 446,701,500 Total proceeds to issuer (before offering expenses and after the underwriting discount): $246,817,500$ 1,093,672,500 1. Pricing Term Sheet dated December 5January 9, 20122023. Wisconsin Electric Power Company Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)) Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (iv) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY ENERGY CORPORATION By: /s/ J. Xxxxxxx Xxxxx Jxxxxxx Xxxx Name: J. Xxxxxxx Xxxxx Jxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL specified in Schedule B. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx Bxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxx Bxxxx Xxxxxxxxx Title: Managing Director XXXXXXX, XXXXX & COJ.X. XXXXXX SECURITIES INC. By: /s/ Xxxx / s/ Jxxx X. Xxxxxxx Name: Xxxx Jxxx X. Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Citigroup Global Markets Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 187,500,000 J.X. Xxxxxx Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. 187,500,000 Banc of America Securities LLC 57,500,000 KeyBanc Capital 62,500,000 Deutsche Bank Securities Inc. 62,500,000 Total $ 500,000,000 Representatives: Citigroup Global Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ J.X. Xxxxxx Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500 1493,670,000 Issuer: Wisconsin Energy Corporation Security: 2007 Series A Junior Subordinated Notes due 2067 Principal Amount: $500,000,000 Maturity: May 15, 2067 Interest Rate During Fixed Rate Period: From Settlement Date to May 15, 2017, at the annual rate of 6.25%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2007. Pricing Term Sheet dated December 5Interest Rate During Floating Rate Period: From May 15, 20122017 to maturity at a floating rate based on the Three-Month LIBOR Rate plus 211.25 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2017. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Optional Deferral: Maximum of 10 consecutive years per deferral. Initial Price to Public: 99.734% Benchmark Treasury: UST 4.625% due February 15, 2017 Benchmark Yield: 4.636% Spread to Benchmark Treasury: +165 basis points Reoffer Yield: 6.286% Make-Whole Call: Redeemable in whole or in part at the option of the Issuer at any time at the following applicable redemption price: • before May 15, 2017, the greater of (i) The Securities and 100% of the Indenture conform as to legal matters in all material respects to principal amount of the descriptions thereof contained in the Disclosure Package and the Prospectus. Notes being redeemed or (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing sum of the Prospectus pursuant present value of each scheduled payment of principal and interest on the Notes from the redemption date to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); andMay 15, 2017, discounted to the best redemption date on a semi-annual basis (assuming a 360-day year consisting of our knowledgetwelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points, (a) no stop order suspending in each case plus accrued and unpaid interest to the effectiveness redemption date; or • on or after May 15, 2017, 100% of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A principal amount of the 1933 Act against the Company or related Notes, plus any accrued and unpaid interest to the offering have been instituted or are pending or threatened by redemption date. Tax Event Call: Before May 15, 2017, redeemable in whole, but not in part, at any time within 90 days after the Commission. (iii) The Registration Statementoccurrence and continuation of a Tax Event, as at the greater of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis 100% of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as principal amount of the date Notes being redeemed or (ii) the sum of the Underwriting Agreementpresent value of each scheduled payment of principal and interest on the Notes from the redemption date to May 15, or any subsequent amendment thereto2017, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements thereinTreasury Rate plus 50 basis points, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment each case plus accrued and express no opinion or belief with respect unpaid interest to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991)redemption date.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Xxxx Name: J. Xxxxxxx Xxxxx Xxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. specified in Schedule B. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxx X. Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxx X. Xxxx Title: Managing Director Vice President XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES Xxxxxxx, Sachs & Co. (USA)Xxxxxxx, INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director & Co.) XXXXXX XXXXXXX & CO. LLC INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Vice President SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. Banc of America Securities LLC $ 57,500,000 62,500,000 Xxxxxxx, Xxxxx Sachs & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 62,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Incorporated 62,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 62,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500248,290,000 Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2008 Issuer: Wisconsin Electric Power Company Security: 6.25% Debentures due December 1, 2015 Principal Amount: $250,000,000 Maturity: December 1, 2015 Coupon: 6.25% Initial Price to Public: 99.941% per Debenture Yield to Maturity: 6.261% Spread to Benchmark Treasury: +425 bp Benchmark Treasury: 4.50% due November 15, 2015 Benchmark Treasury Yield: 2.011% Interest Payment Dates: June 1 and December 1, commencing June 1, 2009 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest to the redemption date. Expected Settlement: T+3; December 11, 2008 Ratings* A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 976656 CB2 Joint Book-Running Managers: Banc of America Securities LLC Xxxxxxx, Sachs & Co. Xxxxxx Xxxxxxx & Co. Incorporated SunTrust Xxxxxxxx Xxxxxxxx, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Xxxxxxx, Sachs & Co. toll-free at 0-000-000-0000, Xxxxxx Xxxxxxx & Co. Incorporated toll-free at 1-866-718-1649 or SunTrust Xxxxxxxx Xxxxxxxx, Inc. toll-free at 0-000-000-0000. 1. Pricing Term Sheet dated as of December 58, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)2008 and attached hereto as Schedule B. Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, contained or incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”T-1. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, T-1 or the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference forth or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”Package). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the RepresentativesUnderwriters, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Yurij Slyz Name: Xxxxxxx X. Xxxx Yurij Slyz Title: Managing Executive Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. RBC CAPITAL MARKETS, LLC By: /s/ Yurij Slyz Xxxxx X. Xxxxxxxx Name: Yurij Slyz Xxxxx X. Xxxxxxxx Title: Executive Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxx Xxxxxx Name: Xxx Melody Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx & Co. 57,500,000 LLC $ 62,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. 62,500,000 RBC Capital Markets, LLC 57,500,000 KeyBanc 62,500,000 BMO Capital Markets Inc. 10,000,000 PNC Corp. 37,500,000 Xxxxxxxx Xxxx Van, LLC 12,500,000 The Xxxxxxxx Capital Markets LLC 10,000,000 Group, L.P. 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co.Co. LLC, Mitsubishi UFJ Securities (USA), Inc. Inc., RBC Capital Markets, LLC and and Xxxxxx Xxxxxxx & Co. LLC BMO Capital Markets Corp. Proceeds to issuer (before offering expenses): $246,817,500248,117,500 1. Pricing Term Sheet dated December 5May 14, 20122015. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL BofA SECURITIES, INC. By: /s/ Xxxxxxx X. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxx Xxxxxx Title: Managing Director XXXXXXX, XXXXX & COBMO CAPITAL MARKETS CORP. By: /s/ Xxxx Xxxxxxx Xxxxxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. TD SECURITIES (USA) LLC By: /s/ Yurij Slyz Xxxx Xxxxxxxx Name: Yurij Slyz Xxxx Xxxxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays BMO Capital Markets Corp. $ 105,000,000 BofA Securities, Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 105,000,000 TD Securities (USA), Inc. 57,500,000 Xxxxxx ) LLC $ 105,000,000 Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs Xxxxxxxx Xxxxx & Co., Mitsubishi UFJ LLC $ 35,000,000 Representatives: BofA Securities, Inc., BMO Capital Markets Corp. and TD Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC ) LLC. Proceeds to issuer (before offering expenses): $246,817,500347,056,500. 1. Pricing Term Sheet dated December 5May 7, 20122024. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. (iii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iiiiv) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”. (ivv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx X. Xxxx Mxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx Mxxxxxx Xxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)Head U.S. Debt Origination U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxxxxx Ixxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxxxx Ixxxxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Vice President For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays 63,750,000 RBC Capital Inc.Markets, XxxxxxxLLC 63,750,000 Scotia Capital (USA) Inc. 63,750,000 U.S. Bancorp Investments, Sachs Inc. 63,750,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., Mitsubishi UFJ Securities LLC 45,000,000 Representatives: PNC Capital Markets LLC, RBC Capital Markets, LLC, Scotia Capital (USA)) Inc. and U.S. Bancorp Investments, Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)297,963,000 Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. (iii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); andwe confirm to you, to based solely on our review of the best of our knowledgeCommission’s “Stop Orders” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), that, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry Only Issuance – The Depository Trust Company”. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Rxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Rxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Rxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Rxxxxx Xxxxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. Executive Director By: /s/ W. Xxxxx Xxxxxxxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxxxx Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Lxxx Xxxxxxxx Name: Yurij Slyz Lxxx Xxxxxxxx Title: Executive Director By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Underwriter Aggregate Principal Amount of 2025 Notes Aggregate Principal Amount of 2027 Notes Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 90,000,000 $ 72,000,000 J.X. Xxxxxx Securities LLC 90,000,000 72,000,000 Mizuho Securities USA LLC 90,000,000 72,000,000 TD Securities (USA)) LLC 90,000,000 72,000,000 Wxxxx Fargo Securities, Inc. 57,500,000 Xxxxxx Xxxxxxx LLC 90,000,000 72,000,000 Gxxxxxx Sachs & Co. LLC 57,500,000 KeyBanc Capital Markets 30,000,000 24,000,000 Comerica Securities, Inc. 10,000,000 PNC Capital Markets 8,000,000 Penserra Securities LLC 10,000,000 8,000,000 Total $ 250,000,000 500,000,000 $ 400,000,000 Representatives: Barclays Capital Inc., XxxxxxxJ.X. Xxxxxx Securities LLC, Sachs & Co.Mizuho Securities USA LLC, Mitsubishi UFJ TD Securities (USA)) LLC and Wxxxx Fargo Securities, Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2025 Notes: $ 497,890,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2027 Notes: $ 396,776,000 Total proceeds to issuer (before offering expenses and after the underwriting discount): $246,817,500$ 894,666,000 1. Pricing Term Sheet dated December 5September 22, 20122022. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)Wisconsin Electric Power Company Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (iv) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx Xxxxxx Name: Xxxxxxx X. Xxxx Xxxxxx Title: Managing Director XXXXXXXXXXXX FARGO SECURITIES, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Xxxxxxx Xxxxxx Name: Yurij Slyz Xxxxxxx Xxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. X.X. Xxxxxx Securities LLC $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 80,000,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets 80,000,000 Xxxxx Fargo Securities, LLC 80,000,000 Xxxxxxxx Xxxxxx Van, LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays X.X. Xxxxxx Securities LLC, KeyBanc Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Markets Inc. and and Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC. Proceeds to issuer (before offering expenses): $246,817,500248,500,000 1. Pricing Term Sheet dated December 5June 10, 20122013. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: Director BNP PARIBAS SECURITIES CORP. By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ DEUTSCHE BANK SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Xxxx X. XxXxxx Name: Yurij Slyz Xxxx X. XxXxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 93,000,000 BNP Paribas Securities (USA), Corp. 93,000,000 Deutsche Bank Securities Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC 93,000,000 Loop Capital Markets LLC 10,000,000 10,500,000 Xxxxxx X. Xxxxxxx & Co., Inc. 10,500,000 Total $ 250,000,000 300,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ BNP Paribas Securities (USA), Corp. and Deutsche Bank Securities Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500294,969,000 1. Pricing Term Sheet dated December 5as of September 7, 20122011. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Mxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxx Mxxx Xxxxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)and Head BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxxxxx Sxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxx Sxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX MXXXXX SXXXXXX & CO. LLC By: /s/ /s Yurij Slyz Name: Yurij Slyz Title: Executive Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Underwriter Aggregate Principal Amount of Securities BMO Capital Inc. Markets Corp. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)90,000,000 BofA Securities, Inc. 57,500,000 Xxxxxx Xxxxxxx 90,000,000 Mxxxxx Sxxxxxx & Co. LLC 57,500,000 KeyBanc 90,000,000 RBC Capital Markets Inc. 10,000,000 PNC Capital Markets Markets, LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, 90,000,000 Gxxxxxx Sachs & Co. LLC 36,000,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., Mitsubishi UFJ Securities (USA)LLC 36,000,000 Penserra Securities, Inc. and and Xxxxxx Xxxxxxx LLC 18,000,000 Total $ 450,000,000 Representatives: BMO Capital Markets Corp., BofA Securities, Inc., Mxxxxx Sxxxxxx & Co. LLC, RBC Capital Markets, LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)445,248,000 Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Orders” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), (a) that no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) and, to our knowledge, no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry Only Issuance – The Depository Trust Company”. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx Sxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)BofA SECURITIES, INC. By: /s/ Xxxxx Xxxxxxxxxx Pxxxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Pxxxxxx Xxxxxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & COMUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ Yurij Slyz Vxxxxxx Xxxxxxx Name: Yurij Slyz Vxxxxxx Xxxxxxx Title: Executive Director WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital BofA Securities, Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 68,250,000 MUFG Securities (USA), Americas Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 $ 68,250,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 68,250,000 Wxxxx Fargo Securities, LLC $ 68,250,000 Bxxxxxxx Van, LLC $ 9,000,000 Evercore Group L.L.C. $ 9,000,000 The Wxxxxxxx Capital Group, L.P. $ 9,000,000 Representatives: Barclays Capital BofA Securities, Inc., XxxxxxxMUFG Securities Americas Inc., Sachs & Co.PNC Capital Markets LLC, Mitsubishi UFJ Securities (USA)Wxxxx Fargo Securities, Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)297,030,000 Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Orders” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), (a) that no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) and, to our knowledge, no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes – Book-Entry Only Issuance – The Depository Trust Company”. In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxx Xxxxxx Name: Xxx Melody Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc $ 62,500,000 RBC Capital Markets, LLC $ 62,500,000 BMO Capital Markets Corp. $ 43,750,000 U.S. Bancorp Investments, Inc. 10,000,000 PNC $ 43,750,000 The Xxxxxxxx Capital Markets LLC 10,000,000 Group, L.P. $ 25,000,000 Comerica Securities, Inc. $ 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC LLC, RBC Capital Markets, LLC, BMO Capital Markets Corp. and U.S. Bancorp Investments, Inc. Proceeds to issuer (before offering expenses): $246,817,500247,090,000 1. Pricing Term Sheet dated December 5November 13, 20122015. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx X. Xxxxxx Name: J. Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INCBNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxx X. Xxxx Xxx Xxxxxx Name: Xxxxxxx X. Xxxx Xxx Xxxxxx Title: Managing Director XXXXXXX, XXXXX SACHS & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)XXXXXXX LYNCH, INC. PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx XxXxx Name: Xxxx XxXxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxxxx X. Xxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. BNP Paribas Securities Corp. $ 57,500,000 60,000,000 Xxxxxxx, Xxxxx Sachs & Co. 57,500,000 Mitsubishi UFJ Securities (USA)60,000,000 Xxxxxxx Lynch, Inc. 57,500,000 Pierce, Xxxxxx Xxxxxxx & Co. Xxxxx Incorporated 60,000,000 RBC Capital Markets, LLC 57,500,000 KeyBanc 60,000,000 The Xxxxxxxx Capital Markets Inc. 10,000,000 PNC Capital Markets LLC Group, L.P. 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc.BNP Paribas Securities Corp., Xxxxxxx, Sachs Xxxxx & Co., Mitsubishi UFJ Securities (USA)Xxxxxxx Lynch, Inc. Pierce, Xxxxxx & Xxxxx Incorporated and and Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC. Proceeds to issuer (before offering expenses): $246,817,500246,252,500 1. Pricing Term Sheet dated December 5May 12, 20122014. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Xxxx Name: J. Xxxxxxx Xxxxx Xxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx specified in Schedule X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC INCORPORATED By: /s/ Yurij Slyz Xxxxxxx Xxxxx Name: Yurij Slyz Xxxxxxx Xxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. Incorporated (Representative). $ 100,500,000 BNP Paribas Securities Corp. $ 100,500,000 Loop Capital Markets, LLC 57,500,000 KeyBanc $ 43,500,000 The Xxxxxxxx Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Group, L.P. $ 43,500,000 X.X. Xxxx & Company. $ 12,000,000 Total $ 250,000,000 Representatives300,000,000 Issuer: Barclays Capital Inc.Wisconsin Electric Power Company Security: Debentures Principal Amount: $300,000,000 Maturity: December 1, Xxxxxxx2036 (30 years) Coupon: 5.700% Initial Price to Public: 99.923% per Debenture Yield to maturity: 5.705% Spread to Benchmark Treasury: +0.99% Benchmark Treasury: 4.500% due February 15, Sachs & Co.2036 Benchmark Treasury Yield: 4.715% Interest Payment Dates: June 1 and December 1, Mitsubishi UFJ Securities (USA)commencing June 1, Inc. 2007 Record Dates: May 15 and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500 1. Pricing Term Sheet dated December 5, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).November 15

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Jxxxx X. Xxxxxxxxxx Name: J. Xxxxxxx Xxxxx Jxxxx X. Xxxxxxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS By: /s/ Pxxxxxxx X. Xxxxxxxxx XX Name: Pxxxxxxx X. Xxxxxxxxx XX Title: Director PNC CAPITAL MARKETS LLC By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx X. Xxxx Mxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx Mxxxxxx Xxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ TD SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. ) LLC By: /s/ Yurij Slyz Bxxxxxx Xxxxxx Name: Yurij Slyz Bxxxxxx Xxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. BNP Paribas Securities Corp. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 63,750,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays 63,750,000 Scotia Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ (USA) Inc. 63,750,000 TD Securities (USA)) LLC 63,750,000 The Wxxxxxxx Capital Group, L.P. 30,000,000 Penserra Securities LLC 15,000,000 Total $ 300,000,000 Representatives: BNP Paribas Securities Corp., PNC Capital Markets LLC, Scotia Capital (USA) Inc. and and Xxxxxx Xxxxxxx & Co. LLC TD Securities (USA) LLC. Proceeds to issuer (before offering expenses): $246,817,500295,767,000. 1. Pricing Term Sheet dated December 5October 1, 20122018. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry IssuanceOnly Issuance – The Depository Trust Company”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Xxxxx Jxxxx X. Xxxxxxxxxx Name: J. Xxxxxxx Xxxxx Jxxxx X. Xxxxxxxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Rxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxx Rxxxxx Xxxxxxxxx Title: Vice President MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Managing Director XXXXXXXWXXXX FARGO SECURITIES, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Cxxxxxx Xxxxxx Name: Yurij Slyz Cxxxxxx Xxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. J.X. Xxxxxx Securities LLC $ 57,500,000 Xxxxxxx156,000,000 Mxxxxxx Lynch, Xxxxx Pierce, Fxxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)Sxxxx Incorporated 156,000,000 Wxxxx Fargo Securities, Inc. 57,500,000 Xxxxxx Xxxxxxx LLC 156,000,000 Gxxxxxx Sxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs 72,000,000 Sxxxxx X. Xxxxxxx & Co., Mitsubishi UFJ Inc. 60,000,000 Total $ 600,000,000 Representatives: J.X. Xxxxxx Securities (USA)LLC, Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and and Xxxxxx Xxxxxxx & Co. Wxxxx Fargo Securities, LLC Proceeds to issuer (before offering expenses): $246,817,500597,654,000 1. Pricing Term Sheet dated December 5as of June 4, 20122018. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)Wisconsin Electric Power Company Wisconsin Gas LLC Elm Road Generating Station Supercritical, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) To the best of our knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any federal court or federal governmental authority or agency (other than under the 1933 Act and the 1933 Act Regulations and the 1939 Act, which have been obtained or made) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities. (v) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (vi) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iiivi) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Rxx Xxxxx Name: Xxxxxxx X. Xxxx Rxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ TD SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. ) LLC By: /s/ Yurij Slyz Lxxx Xxxxxxxx Name: Yurij Slyz Lxxx Xxxxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Underwriter Aggregate Principal Amount of Senior Notes due January 9, 2026 Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 140,000,000 TD Securities (USA)) LLC 140,000,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 10,000,000 $ 70,000,000 Total $ 250,000,000 350,000,000 Representatives: Barclays Capital Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Inc. and TD Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. ) LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount, does not include $3,925,347.22 of accrued interest which will be paid by the purchasers of the Securities): $246,817,500349,765,500 1. Pricing Term Sheet dated December 5April 4, 20122023. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)ATC Holding LLC Wisconsin Electric Power Company Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Indenture has been duly qualified under the 1939 Act. (iii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, we confirm to you, based solely on our review of the best of our knowledgeCommission’s “Stop Order” web page (hxxxx://xxx.xxx.xxx/xxxxxxxxxx/stoporders.shtml), that (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and and, to our knowledge (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (v) The statements set forth in the Disclosure Package and the Prospectus under the heading “Material Certain United States Federal Income Tax Considerations” insofar as they purport to constitute summaries of matters of United States federal income tax law, constitute accurate summaries in all material respects subject to the qualifications set forth therein. (vi) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). On the basis of the foregoing, the Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book Entry Only Issuance—The Depository Trust Company.” In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Axxxxxx Xxxxx Name: J. Xxxxxxx Axxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx X. Xxxx Rxxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Rxxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. PNC CAPITAL MARKETS LLC By: /s/ Xxxx Vxxxxxx Xxxxxxx Name: Xxxx Vxxxxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. RBC CAPITAL MARKETS, LLC By: /s/ Yurij Slyz Sxxxx X. Xxxxxxxx Name: Yurij Slyz Sxxxx X. Xxxxxxxx Title: Executive Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)BofA Securities, Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets $66,000,000 MUFG Securities Americas Inc. 10,000,000 66,000,000 PNC Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays 66,000,000 RBC Capital Inc.Markets, Xxxxxxx, Sachs LLC 66,000,000 Sxxxxxx Xxxxxxxx Shank & Co., Mitsubishi UFJ Securities (USA)LLC 24,000,000 Comerica Securities, Inc. 12,000,000 Representatives: BofA Securities, Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC and and Xxxxxx Xxxxxxx & Co. RBC Capital Markets, LLC Proceeds to issuer (before offering expenses): $246,817,500298,065,000. 1. Pricing Term Sheet dated December 5June 8, 20122021. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in (or omitted from) the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Debentures – Book-Entry IssuanceOnly Issuance – The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Name: J. /s/ Xxxxxxx Xxxxx Xxxx Xxxxxxx Xxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), specified in Schedule B. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxxxx X. Xxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. WACHOVIA CAPITAL MARKETS, LLC By: /s/ Yurij Slyz Xxxx Xxxxxxxx Name: Yurij Slyz Xxxx Xxxxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Citigroup Global Markets Inc. $ 57,500,000 Xxxxxxx125,000,000 Wachovia Capital Markets, Xxxxx & Co. 57,500,000 Mitsubishi UFJ Securities (USA)LLC 125,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. 25,000,000 Xxxxx Fargo Securities, LLC 57,500,000 KeyBanc Capital 25,000,000 Total $ 300,000,000 Representatives: Citigroup Global Markets Inc. 10,000,000 PNC and Wachovia Capital Markets LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc.Markets, Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500297,618,000 Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 September 25, 2008 Issuer: Wisconsin Electric Power Company Security: 6.00% Debentures due April 1, 2014 Principal Amount: $300,000,000 Maturity: April 1, 2014 Coupon: 6.00% Initial Price to Public: 99.806% per Debenture Yield to Maturity: 6.042% Spread to Benchmark Treasury: +300 bp Benchmark Treasury: 3.125% due August 31, 2013 Benchmark Treasury Yield: 3.042% Interest Payment Dates: April 1 and October 1, commencing April 1, 2009 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus accrued interest to the redemption date. Expected Settlement: T+4; October 1, 2008 Ratings* A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 976656 CA4 Joint Book-Running Managers: Citigroup Global Markets Inc. Wachovia Capital Markets, LLC Co-Managers: SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407 or Wachovia Capital Markets, LLC toll-free at 0-000-000-0000. 1. Pricing Term Sheet dated December 5as of September 25, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)2008 and attached hereto as Schedule B. Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, contained or incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”T-1. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs paragraph (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, T-1 or the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference forth or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”Package). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxxx Xxxx Name: J. Xxxxxxx Xxxxx Xxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. specified in Schedule B. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx X. Xxxx Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxx Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES Xxxxxxx, Sachs & Co. (USA)Xxxxxxx, INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Co.) For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Barclays Capital Inc. $ 57,500,000 112,500,000 Xxxxxxx, Xxxxx Sachs & Co. 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC 112,500,000 Loop Capital Markets LLC 10,000,000 12,500,000 Xxxxxx X. Xxxxxxx & Co., Inc. 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc., Inc. and Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $246,817,500247,570,000 Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. 1. Pricing Term Sheet dated as of December 58, 2012. FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)2009 and attached hereto as Schedule B. Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, contained or incorporated by reference or referred to in the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Book-Entry Issuance”T-1. (iv) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, T-1 or the financial statements, including the notes thereto, or any other financial or statistical data set forth, incorporated by reference forth or referred to in the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Book-Entry Issuance”Package). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxx Xxxxx XxXxxxxxx Name: Xxxxxxx X. Xxxx Xxxxx XxXxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA)Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. Vice President XXXXX FARGO SECURITIES, LLC By: /s/ Yurij Slyz Xxxxxxx Xxxxxx Name: Yurij Slyz Xxxxxxx Xxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. Underwriter Aggregate Principal Amount of 2027 Notes Aggregate Principal Amount of 2030 Notes Barclays Capital Inc. $ 57,500,000 Xxxxxxx, Xxxxx & Co. 57,500,000 Mitsubishi UFJ 70,000,000 $ 63,000,000 X.X. Xxxxxx Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 70,000,000 63,000,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets 70,000,000 63,000,000 TD Securities (USA) LLC 10,000,000 70,000,000 63,000,000 U.S. Bancorp Investments, Inc. 70,000,000 63,000,000 Xxxxx Fargo Securities, LLC 70,000,000 63,000,000 Xxxxxxx Sachs & Co. LLC 30,000,000 27,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 35,000,000 31,500,000 Comerica Securities, Inc. 15,000,000 13,500,000 Total $ 250,000,000 500,000,000 $ 450,000,000 Representatives: Barclays Capital Inc., XxxxxxxX.X. Xxxxxx Securities LLC, Sachs & Co.KeyBanc Capital Markets Inc., Mitsubishi UFJ TD Securities (USA)) LLC, U.S. Bancorp Investments, Inc. and and Xxxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2027 Notes: $496,475,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2030 Notes: $446,665,500 Total proceeds to issuer (before offering expenses and after the underwriting discount): $246,817,500943,140,500 1. Pricing Term Sheet dated December October 5, 20122020. Wisconsin Electric Power Company W.E. Power, LLC Integrys Holding, Inc. Wisconsin Public Service Corporation The Peoples Gas Light and Coke Company FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)) Capitalized terms used herein shall have the same definitions as set forth in the underwriting agreement (the “Underwriting Agreement”) to which this Exhibit A-1 is attached. (i) The Securities and the Indenture conform as to legal matters in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus. (ii) The Registration Statement has been declared became effective under the 1933 ActAct upon filing with the Commission; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (b) no proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering have been instituted or are pending or threatened by the Commission. (iii) The Registration Statement, as of the date of the Underwriting Agreement, any subsequent amendment thereto, as of its effective date, and the Prospectus, as of its issue date, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and the Exchange Act Documents incorporated by reference in the Prospectus, as of their respective dates of filing with the Commission, appeared on their face to comply as to form in all material respects with the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder, except that in each case, we express no opinion as to the financial statements or other financial or statistical data contained, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the documents incorporated by reference in the Registration Statement or the Prospectus and we express no opinion as to the Form T-1 or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”. (iv) To the best of our knowledge, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any federal court or federal governmental authority or agency (other than under the 1933 Act and the 1933 Act Regulations and the 1939 Act, which have been obtained or made) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Securities. (v) The Company is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the 1940 Act. . (vi) We have participated in conferences with officers and other representatives of the Company, representatives of and counsel to the Underwriters and representatives of the independent public accountants for the Company at which conferences the contents of the Prospectus, the Registration Statement and the Disclosure Package and related matters were discussed. Given the limitations inherent in the role of outside counsel and the character of determinations involved in the preparation of such documents, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package or the Prospectus and have made no independent check or verification thereof (except as indicated in paragraphs (i) and (iii) above). On the basis of the foregoing, no facts have come to our attention that lead us to believe that the Registration Statement, as of the date of the Underwriting Agreement, or any subsequent amendment thereto, at the time such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, that the Prospectus contained, as of its date, or contains, as of the date hereof, an untrue statement of a material fact or omitted, as of its date, or omits, as of the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that the Disclosure Package, taken together as a whole, as of the Execution Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we have not been asked to comment and express no opinion or belief with respect to the Form T-1, the financial statements, including the schedules and notes thereto, or any other financial or statistical data set forth, incorporated by reference or referred to in in, or omitted from, the Registration Statement, the Prospectus or the Disclosure Package or the information contained in the Registration Statement under the caption “Certain Terms of the Notes—Book-Entry Only Issuance—The Depository Trust Company”). In rendering such opinion, such counsel may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Company, representatives of the Trustee and public officials. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, upon the opinions of counsel satisfactory to the Representatives, including in the case of Michigan law, upon the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Michigan counsel to the Company. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).