WISCONSIN POWER AND LIGHT COMPANY
Effective as of January 30, 2001
Section 1.1 PRINCIPAL AND BUSINESS OFFICES. - The Corporation may have such principal and other
business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as
the business of the Corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. - The registered office of the Corporation required by the Wisconsin
Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the
principal office in the State of Wisconsin, and the address of the registered office may be changed from time to
time by the Board of Directors or by the registered agent. The business office of the registered agent of the
Corporation shall be identical to such registered office.
Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed thereon the name of the
Corporation and the words "CORPORATE SEAL, WISCONSIN." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced.
Section 3.1. ANNUAL MEETING. - The Annual Meeting of Shareowners shall be held at such date and time
as the Board of Directors may determine. The Board of Directors may designate any place, either within or
without the State of Wisconsin, as the place for the Annual Meeting. If no designation is made, the place of the
Annual Meeting shall be the principal office of the Corporation. The Annual Meeting shall be held for the
purposes of electing Directors and of transacting such other business as may properly come before the meeting.
Section 3.2 SPECIAL MEETINGS. - Special Meetings of the Shareowners may be called by the Board of
Directors or the Chief Executive Officer. The Corporation shall call a Special Meeting of Shareowners in the
event that the holders of at least ten percent (10%) of all of the votes entitled to be cast on an