WISCONSIN POWER AND LIGHT COMPANY (a Wisconsin corporation) 4.10% DEBENTURES DUE 2044 UNDERWRITING AGREEMENT Dated: October 6, 2014Wisconsin Power and Light Company • October 14th, 2014 • Wisconsin Power & Light Co • Electric & other services combined • New York
Wisconsin Power and Light Company, a Wisconsin corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc., and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth on Schedule A of $250,000,000 aggregate principal amount of the Company’s 4.10% Debentures due 2044 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of June 20, 1997 (the “Base Indenture”)
