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EXHIBIT C
FORM OF COMMERCIAL PAPER NOTE
(BOOK-ENTRY)
INTERSTATE ENERGY CORPORATION
COMMERCIAL PAPER MASTER NOTE
______________________________
(Date of Issuance)
Interstate Energy Corporation, Inc., a corporation organized and
existing under the laws of the State of Wisconsin (the "Issuer"), for value
received, hereby promises to pay to Cede & Co. or registered assigns on the
maturity date of each commercial paper note identified on the records of the
Issuer (which records are maintained by Bank (the "Paying Agent")) the principal
amount for each such commercial paper note. Payment shall be made by wire
transfer to the registered owner from the Paying Agent without the necessity of
presentation and surrender of this Master Note.
REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS
MASTER NOTE SET FORTH ON THE REVERSE HEREOF
This Master Note is a valid and binding obligation of the Issuer.
INTERSTATE ENERGY CORPORATION
By:__________________________
(Issuer)
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(Reverse Side of Note)
At the request of the registered owner, Interstate Energy Corporation shall
promptly issue and deliver one or more separate note certificates evidencing
each commercial paper note evidenced by this Master Note. As of the date any
such note certificate or certificates are issued, the commercial paper notes
which are evidenced thereby shall no longer be evidenced by this Master Note.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________ the Master Note and all rights thereunder, hereby
irrevocably constituting and appointing ____________________ Attorney to
transfer said Master Note on the books of the Issuer with full power of
substitution in the premises.
Dated: ________________________________
(Signature)
Signature(s) Guaranteed:
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of this Master Note, in every particular, without
alteration or enlargement or any change whatsoever.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
