[LOGO] WPL HOLDINGS, INC.
P. O. Box 2568
Madison, WI 53701-2568
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ANNUAL MEETING OF SHAREOWNERS - SEPTEMBER 5, 1996
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The undersigned appoints Erroll B. Davis, Jr. and Edward M. Gleason, or
either of them, attorneys and proxies, with the power of substitution to vote
all shares of stock of WPL Holdings, Inc. of record in the name of the
undersigned (including any shares held or credited to the undersigned's
account under the Company's Dividend Reinvestment and Stock Purchase Plan) at
the close of business on July 10, 1996, at the Annual Meeting of Shareowners
of the Company to be held in the Exhibition Hall at the Dane County
Exposition Center, Madison, Wisconsin on September 5, 1996, at 10:00 a.m.,
and at all adjournments thereof, upon all matters that properly come before
the meeting, including the matters described in the Company's Notice of
Annual Meeting of Shareowners dated July 23, 1996 and accompanying Proxy
Statement, subject to any directions indicated on the reverse side of this
card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WPL HOLDINGS, INC.
IF NO CHOICE IS SPECIFIED, THE PROXIES SHALL VOTE FOR THE PROPOSALS.
(continued and to be signed and dated on the other side)
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PROXY CARD
Indicate your vote by an (x) in the appropriate boxes.
1. PROPOSAL TO APPROVE AGREEMENT AND PLAN OF MERGER and related
transactions
For Against Abstain
/ / / / / /
2. AMENDMENTS TO RESTATED ARTICLES OF INCORPORATION
a. Proposal to change name of Company to Interstate Energy
Corporation.
For Against Abstain
/ / / / / /
b. Proposal to increase the number of shares of authorized
common stock to 200,0000,000.
For Against Abstain
/ / / / / /
Please sign and date your name(s) exactly as shown
above and mail promptly in the enclosed envelope. 3. ELECTION OF DIRECTORS:
Nominees for terms ending in 1999:
Withhold For All
For All For All Except(*)
__________________________________DATED:_________________ ROCKNE G. FLOWERS
KATHARINE C. LYALL / / / / / /
HENRY C. PRANGE
__________________________________DATED:_________________
Signature(s)
(*) TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVI-
DUAL NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S
IMPORTANT: When signing as attorney, NAME IN THE LIST ABOVE AND MARK AN (X) IN THE "For
executor, administrator, trustee, or All Except" BOX.
guardian, please give your full title as
such. In the case of JOINT HOLDERS, all
should sign.
4. PROPOSAL TO APPOINT ARTHUR ANDERSEN LLP
as independent auditors for 1996.
For Against Abstain
/ / / / / /
Please FOLD here and DETACH Proxy Card
................................................................................
To All WPL Holdings, Inc. Shareowners:
You are invited to attend the Annual Meeting of Shareowners on Thursday
September 5, 1996, at 10:00 a.m. in the Exhibition Hall at the Dane County
Exposition Center, 1881 Expo Mall, Madison, Wisconsin.
Above is your 1996 WPL Holdings, Inc. Proxy Card. Please read both sides of the
Proxy Card, note your election, SIGN and date it. Detach and return it promptly
in the self-addressed enclosed envelope. WE ENCOURAGE YOU TO VOTE YOUR SHARES.
This will help avoid any expenses associated with follow-up letters to
shareowners who have not responded.
If you are attending the Annual Meeting and Luncheon, please complete and detach
the Reservation Form below and return it with the SIGNED PROXY CARD in the
enclosed envelope.
PLEASE CONTACT SHAREOWNER SERVICES AT 1-800-356-5343 TO CANCEL YOUR LUNCHEON
RESERVATION.
SHAREOWNER INFORMATION NUMBERS
Local (Madison)........... 252-3110
All Other Areas......1-800-356-5343
Please FOLD here and DETACH Reservation Form
................................................................................
ANNUAL MEETING RESERVATION
I (WE) WILL ATTEND THE ANNUAL MEETING LUNCHEON.
Please list your name(s) and your guest(s) below:
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RETURN THIS STUB IF YOU ARE PLANNING TO ATTEND THE
LUNCHEON.