= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = =


THIRD SUPPLEMENTAL INDENTURE

 

FROM

 

WISCONSIN PUBLIC SERVICE CORPORATION

 

TO

 

U.S. BANK NATIONAL ASSOCIATION

(SUCCESSOR TO FIRSTAR BANK, NATIONAL ASSOCIATION AND

FIRSTAR BANK, MILWAUKEE, N.A., NATIONAL ASSOCIATION)

 

TRUSTEE

-----------------------

 


Dated as of December 1, 2002


 

SUPPLEMENTAL TO INDENTURE

Dated as of December 1, 1998


Senior Debt Securities

 

 

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = =

        This THIRD SUPPLEMENTAL INDENTURE is made as of the 1st day of December 2002,
by and between WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly
organized and existing under the laws of the State of Wisconsin (the
"Company"), and U.S. BANK NATIONAL ASSOCIATION (successor to Firstar
Bank, National Association and Firstar Bank Milwaukee, N.A., National
Association), a national banking association duly organized and existing under
the laws of the United States, as trustee (the "Trustee").


RECITALS OF THE COMPANY:


        WITNESSETH: that

        The Company has heretofore executed and delivered its Indenture (hereinafter
referred to as the "Indenture"), made as of December 1, 1998; and

        Section 3.1 of the Indenture provides that Securities may be issued from time
to time in series pursuant to a supplemental indenture specifying the terms of
each series of Securities; and

        The Company desires to establish a series of Securities to be designated
"Senior Notes, 4.875% Series Due December 1, 2012 (the "Securities of
the Series due 2012"); and

        Section 10.1 of the Indenture provides that the Company and the Trustee may
enter into indentures supplemental thereto for the purposes, among others, of
establishing the form or terms of Securities of any series and adding to the
covenants of the Company; and

        The execution and delivery of this Third Supplemental Indenture (herein, this
"Supplemental Indenture") has been duly authorized by a Board
Resolution;

        NOW, THEREFORE, this Supplemental Indenture

        WITNESSETH, that, in order to set forth the terms and conditions upon which
Securities of the Series due 2012 are, and are to be, authenticated, issued and
delivered, and in consideration of the sum of one dollar duly paid to it by the
Trustee at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective Holders from time to time of
such Securities as follows:

 


Article I

RELATION TO INDENTURE; DEFINITIONS


SECTION 1.1

        This Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.2

        For all purposes of this Supplemental Indenture:

        (a) Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Indenture;

        (b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture; and

        (c) The terms "hereof," "herein," "hereby,"
"hereto," "hereunder," and "herewith" refer to
this Supplemental Indenture.


Article II

THE SECURITIES


        There is hereby established a series of Securities pursuant to Section 3.01
of the Indenture as follows:

        (a) The title of the Securities of the series hereby established is
"Senior Notes, 4.875% Series Due December 1, 2012."

        (b) The aggregate principal amount of the Securities of the Series due 2012
which may be authenticated and delivered under the Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of other Securities of such series pursuant to Sections
2.05, 3.04, 3.05, 3.06, 10.06 or 12.07) shall be limited to One Hundred and
Fifty Million Dollars ($150,000,000).

        (c) The Securities of the Series due 2012 are to be issued in permanent
global form without coupons. The beneficial owners of interests in such
permanent Global Security or Securities may not exchange such interests for
Securities of such series other than in the manner provided in Section 2.05 of
the Indenture. The Depositary for the Securities of the Series due 2012 shall be
The Depositary Trust Company.

        (d) The Stated Maturity of the Securities of the Series due 2012 is
December 1, 2012.

        (e) The Securities of the Series due 2012 shall bear interest at the rate of
4.875% per annum and such interest shall accrue from December 1, 2002 (or from
the most recent Interest Payment Date to which interest on the Securities of the
Series due 2012 has been paid or provided for). The Interest Payment Dates for
the Securities of the Series due 2012 shall be June 1 and December 1 in each
year commencing June 1, 2003, and the Regular Record Date for the interest
payable on any Interest Payment Date shall be the fifteenth day (whether or not
a Business Day) preceding such Interest Payment Date.

        (f) Principal of and interest on the Securities of the Series due 2012 shall
be payable in U.S. Dollars at the Corporate Trust Office of the Trustee.

        (g) The Securities of the Series due 2012 are subject to redemption in whole
at any time or in part from time to time at the option of the Company at a
Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities of the Series due 2012 to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date on a semi-annual basis (assuming a 360 day
year of twelve 30-day months) at the treasury yield as hereinafter defined, plus
twenty-five hundredths of one percent (0.25%) plus in each case accrued interest
to the Redemption Date. Such Redemption Date shall be set forth in an Officers'
Certificate delivered to the Trustee on or before the Redemption Date and upon
which the Trustee may conclusively rely.

        For purposes of this paragraph (g):

        "Treasury Yield" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

        "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means one
of the Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.

        "Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations
for such Redemption Date, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

        "Reference Treasury Dealer" means any primary U.S. Government
securities dealer in the United States (a "Primary Treasury Dealer")
selected by the Company.

        (h) The Securities of the Series due 2012 shall not be subject to any sinking
fund and shall not be redeemable at the option of the Holders thereof.

        (i) The Securities of the Series due 2012 shall initially be issued in whole
in the form of one or more Global Securities. If individual securities of the
Series due 2012 are issued under the conditions specified in Section 2.05 of the
Indenture, individual certificates will be issued in denominations of $1,000 or
any integral multiple thereof.

        (j) The Related Series of Collateral Bonds being delivered to the Trustee in
connection with the issuance of the Securities of the Series due 2012 is the
Company's First Mortgage Bonds, Collateral Series C.

        Such Securities shall be initially authenticated and delivered from time to
time upon delivery to the Trustee of the documents required by Section 3.1 of
the Indenture, the form of Securities for the Securities of the Series due 2012
substantially in the form of Security attached hereto as Appendix I, which
is incorporated herein by reference.


Article III

TRANSFER OF COLLATERAL BONDS


        The Company hereby issues, delivers and transfers to the Trustee in
connection with the issuance of the Securities of the Series due 2012 One
Hundred and Fifty Million Dollars ($150,000,000) aggregate principal amount of a
related issue of Collateral Bonds of the Company designated "First Mortgage
Bonds, Collateral Series C" (each, a "Related Issue," as to
the series of Securities it secures, and, the "Collateral Bonds"),
which has been fully registered in the name of the Trustee in such capacity, to
be held in trust for the benefit of the Holders from time to time of the Related
Issue of Securities and, if such transfer does not constitute a sale of the
Collateral Bonds to the Trustee, the Company hereby grants a perfected security
interest in the Collateral Bonds for the benefit of such Holders, in each case
as security for any and all obligations of the Company under the Indenture, this
Supplemental Indenture and the Related Issue of Securities, including but not
limited to (1) the full and prompt payment of the interest on, principal of, and
premium, if any, on such Related Issue of Securities when and as the same shall
become due and payable in accordance with the terms and provisions of the
Indenture and this Supplemental Indenture and such Related Issue of Securities,
either at the Stated Maturity thereof, upon acceleration of the maturity thereof
or upon redemption, and (2) the full and prompt payment of any interest on such
Related Issue of Securities when and as the same shall become due and payable in
accordance with the terms and provisions of the Indenture and this Supplemental
Indenture and such Related Issue of Securities. The Trustee shall enforce all of
its rights under the First Mortgage Indenture as a holder of each Related Issue
of Collateral Bonds transferred to it as provided in this Article III for
the benefit of the Holders of the respective Related Issue of Securities and the
proceeds of the enforcement of such rights shall be applied by the Trustee to
satisfy the Company's obligations under the Indenture, this Supplemental
Indenture, and such Related Issue of Securities.

        The Company shall make payments of the principal of, and premium or interest
on each of the Collateral Bonds to the Trustee, which payments shall be applied
by the Trustee to satisfaction of all obligations then due on the respective
Related Issue of Securities.

        The Collateral Bonds shall not be sold or transferred by the Trustee until
the earlier of the Release Date or the prior retirement of the Related Issue of
Securities through redemption, repurchase or otherwise. Without limiting the
generality of the foregoing, in no event shall the Collateral Bonds be sold or
become the absolute property of any person in violation of the applicable
provisions of Section 201.04(2) of the Wisconsin Statutes or any successor
statutory provision. The "Release Date" shall be the date that all
First Mortgage Bonds of the Company issued and outstanding under the First
Mortgage Indenture, other than the Collateral Bonds, have been retired (at,
before or after the maturity thereof) through payment, redemption or otherwise,
provided that no Default or Event of Default has occurred and, at such time, is
continuing under the Indenture.

        A copy of the form of Collateral Bond is attached hereto as Appendix II
and its terms are hereby incorporated by reference herein.


Article IV

MISCELLANEOUS


SECTION 4.1

        The Trustee has accepted the amendment of the Indenture effected by this
Supplemental Indenture and agrees to execute the trust created by the Indenture
as hereby amended, but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect of any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper authorization
hereof by the Company by corporate action or otherwise, and (c) the due
execution hereof by the Company.

SECTION 4.2

        This Supplemental Indenture shall be construed in connection with and as a
part of the Indenture.

SECTION 4.3

        (a) If any provision of this Supplemental Indenture conflicts with another
provision of the Indenture required to be included in indentures qualified under
the Trust Indenture Act of 1939, as amended (as enacted prior to the date of
this Supplemental Indenture), by any of the provisions of Sections 310 to 317,
inclusive, of said act, such required provision shall control.

        (b) In case any one or more of the provisions contained in this Supplemental
Indenture or in the Securities issued hereunder should be invalid, illegal, or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected, impaired, prejudiced or disturbed thereby.

SECTION 4.4

        Whenever in this Supplemental Indenture either of the parties hereto is named
or referred to, such name or reference shall be deemed to include the successors
or assigns of such party, and all the covenants and agreements contained in this
Supplemental Indenture by or on behalf of the Company or by or on behalf of the
Trustee shall bind and inure to the benefit of the respective successors and
assigns of such parties, whether so expressed or not.

SECTION 4.5

        (a) This Supplemental Indenture may be simultaneously executed in several
counterparts, and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

        (b) The descriptive headings of the several Articles of this Supplemental
Indenture were formulated, used and inserted in this Supplemental Indenture for
convenience only and shall not be deemed to affect the meaning or construction
of any of the provisions hereof.

        IN WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION has caused this
Supplemental Indenture to be executed by its Chairman, Chief Executive Officer,
President, Vice Chairman or a Vice President, or any other officer selected by
the Board of Directors, and its corporate seal to be hereunto affixed, duly
attested by its Secretary or an Assistant Secretary, and U.S. BANK NATIONAL
ASSOCIATION, as Trustee as aforesaid, has caused this Supplemental Indenture to
be executed by one of its authorized signatories, as of December 1, 2002.

                
                  
                    
                      
                        
                          WISCONSIN PUBLIC SERVICE

                          CORPORATION

                        

                      

                    

                  

                

[SEAL]

                
                  
                    
                      
                        
                          By:  /s/ Joseph P. O'Leary

                          Joseph P. O'Leary

                          Senior Vice President and Chief Financial

                             Officer

                        

                      

                    

                  

                

ATTEST:


/s/ Barth J. Wolf 


Barth J. Wolf

Secretary


  
    
      
        
                          U.S. BANK NATIONAL ASSOCIATION

                           

                          By:  /s/ Peter M. Brennan

                          Peter M. Brennan

                          Assistant Vice President

          
            
              
                
                  
                    
                      
                        
                          
                          
                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  



APPENDIX I

$___________

CUSIP: No. 976843BC5

        THIS SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.*

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW
YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*

 

__________

        * To be included so long as Security
is a Global Security.


 

WISCONSIN PUBLIC SERVICE CORPORATION

Senior Note, 4.875% Series Due December 1, 2012


        WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and
existing under the laws of Wisconsin (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
____________________, or registered assigns, the principal sum of ______________
Dollars ($_________) on December 1, 2012 and to pay interest thereon from
December 1, 2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on June 1 and December 1 in
each year, commencing June 1, 2003, at the rate of 4.875% per annum, until the
principal hereof is paid or made available for payment and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of 4.875%
per annum on any overdue principal and premium and on any overdue installment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the close of business on the fifteenth calendar day
next preceding such Interest Payment Date (whether or not such day is a Business
Day). Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

        Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Trustee maintained for
that purpose, in Saint Paul, Minnesota, in Dollars, provided, however, that at
the option of the Company payment of interest may be made by wire transfer of
immediately available funds into the account specified by the Depositary so long
as this note is in the form of Global Security and otherwise by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.

        Prior to the Release Date (as hereinafter defined), the Securities will be
secured by First Mortgage Bonds, Collateral Series C (the "Collateral
Bonds"), issued and delivered by the Company to the Trustee for the benefit
of the Holders of the Securities (as defined herein), issued under the First
Mortgage and Deed of Trust dated January 1, 1941, from the Company to First
Wisconsin Trust Company (subsequently succeeded by U.S. Bank National
Association), Saint Paul, Minnesota, as supplemented and amended by the
supplemental indentures thereto (the "First Mortgage Indenture").
Reference is made to the First Mortgage Indenture and the Indenture for a
description of the rights of the Trustee as holder of the Collateral Bonds, the
property mortgaged and pledged under the First Mortgage Indenture, the rights of
the Company and of the Mortgage Trustee in respect thereof, the duties and
immunities of the applicable Mortgage Trustee, the terms and conditions upon
which the Collateral Bonds are held by the Trustee for the benefit of the
Holders of Securities, and the circumstances under which additional First
Mortgage Bonds may be issued.


        From and after such time as all First Mortgage Bonds (other than Collateral
Bonds) issued under the First Mortgage Indenture have been retired through
payment, redemption or otherwise (including those First Mortgage Bonds the
payment for which has been provided for in accordance with the First Mortgage
Indenture) at, before or after the maturity thereof and provided that no default
or event of default under the Indenture has occurred and is continuing (the
"Release Date"), the Collateral Bonds shall cease to secure the
Securities in any manner, and, at the option of the Company, the Securities
either (a) will become unsecured general obligations of the Company or (b) will
be secured by First Mortgage Bonds issued under an Indenture other than the
First Mortgage Indenture. In certain circumstances prior to the Release Date as
provided in the Indenture, the Company is permitted to reduce the aggregate
principal amount of an issue of Collateral Bonds held by the Trustee, but in no
event prior to the Release Date to an amount less than the aggregate principal
amount outstanding of the related issue of Securities initially issued
contemporaneously with such Collateral Bonds.


        Reference is hereby made to the further provisions of this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

        Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                
                  
                    
                      
                        
                          WISCONSIN PUBLIC SERVICE CORPORATION

                          By_________________________

                        

                      

                    

                  

                

Attest:

_______________________________                                    
[SEAL]




 

Form of Trustee's Certificate of
Authentication.


Dated: _______________

        This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.


  
    
      
        
                                                                                     

                          As Trustee

          
                           

          

                          By____________________________

                          Authorized Signatory

          
            
              
                
                  
                    
                      
                        
                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  




Form of Reverse of Security.


        This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of December 1, 1998 (herein called the
"Indenture"), between the Company and a predecessor of U.S. Bank,
National Association, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to
$ 150,000,000.                        

        The Securities of this series are subject to redemption upon not less than 30
nor more than 45 days' notice by first class mail, in whole at any time or in
part from time to time at the option of the Company at a Redemption Price equal
to the greater of (i) 100% of the principal amount of the Securities of this
series to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
Redemption Date on a semiannual basis (assuming a 360 day year consisting of
twelve 30-day months) at the Treasury Yield (as defined in the First
Supplemental Indenture to the Indenture) plus twenty-five hundredths of one
percent (0.25%) ,plus in each case accrued and unpaid interest to the Redemption
Date.

        In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

        If any Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of
the principal of and interest, if any, on the Securities of this series shall
terminate.

        This Security is subject to Defeasance as described in the Indenture.

        The Indenture may be modified by the Company and the Trustee without consent
of any Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall bind such Holder and all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

        No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

        As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

        The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

        No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

        The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets. All such
covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on
compliance with the covenants in the Indenture.

        A director, officer, employee or shareholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

        Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures ("CUSIP"), the Company has caused CUSIP
numbers to be printed on the Securities of this series as a convenience to the
Holders of the Securities of this series. No representation is made as to the
correctness or accuracy of such numbers as printed on the Securities of this
series and reliance may be placed only on the other identification numbers
printed hereon.

        All capitalized terms used in this Security without definition which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

 


 

ASSIGNMENT FORM


        To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

___________________________________________________________________

(Insert assignee's social security or tax I.D. number)



___________________________________________________________________



___________________________________________________________________



___________________________________________________________________



___________________________________________________________________

(Print or type assignee's name, address and zip code)

 

and irrevocably appoint
__________________________________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Dated:_______________________ Your Signature:________________________________

Sign exactly as your name appears on the other side of this Security)

Signature Guaranty:__________________________________________

[Signatures must be guaranteed by an "eligible guarantor
            institution" meeting the requirements of the Transfer Agent,
            which requirements will include membership or participation in STAMP
            or such other signature guarantee program as may be determined by
            the Transfer Agent in addition to, or in substitution for, STAMP,
            all in accordance with the Exchange Act.]

Social Security Number or Taxpayer Identification

Number:_______________________________________

 

APPENDIX II

 

No. R-                                                                                                                                  
$150,000,000


(Form
of Bond of Collateral Series C)


Wisconsin Public Service Corporation

(Incorporated under the laws of the State of Wisconsin)

First Mortgage Bond, Collateral Series C

THE FIRST MORTGAGE BONDS, COLLATERAL SERIES C (HEREINAFTER,
"COLLATERAL BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED
AND DELIVERED BY THE COMPANY TO U. S. BANK, NATIONAL ASSOCIATION AS TRUSTEE (IN
SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN INDENTURE, DATED AS OF
DECEMBER 1, 1998, BETWEEN THE COMPANY AND A PREDECESSOR OF THE SENIOR
TRUSTEE, AS PREVIOUSLY SUPPLEMENTED AND AS SUPPLEMENTED BY THE THIRD
SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER 1, 2002 (AS SO SUPPLEMENTED,
THE "SENIOR INDENTURE"). THE COLLATERAL BONDS ARE TO BE HELD IN TRUST
AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $150,000,000 AGGREGATE PRINCIPAL
AMOUNT OF SENIOR NOTES, 4.875% SERIES DUE DECEMBER 1, 2012 (THE "RELATED
SECURITIES") ISSUED PURSUANT TO THE SENIOR INDENTURE.

THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR SENIOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED
BELOW) OR THE PRIOR RETIREMENT OF THE RELATED SECURITIES THROUGH REDEMPTION,
REPURCHASE OR OTHERWISE.

THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED SECURITIES.

THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
SECURITIES.

        Wisconsin Public Service Corporation, a corporation organized and existing
under the laws of the State of Wisconsin (hereinafter called the Company), for
value received, hereby promises to pay to U.S. BANK NATIONAL ASSOCIATION, as
trustee for the benefit of the holders of the Related Securities, or registered
assigns (in such capacity, the "Senior Trustee"), at the Corporate
Trust Services Office of U.S. Bank, National Association, in Saint Paul,
Minnesota, on the 1st day of December, 2012, the sum of ONE HUNDRED AND FIFTY
MILLION DOLLARS ($150,000,000) in lawful money of the United States of America,
and to pay interest thereon from the date hereof at the rate of four and eight
hundred and seventy-five thousandths percent (4.875%) per annum, in like money,
until the principal hereof becomes due and payable, said interest being payable
on the 1st day of June and on the 1st day of December in
each year commencing June 1, 2003. The principal and interest so payable on any
June 1 or December 1 will be paid to the person or entity in whose
name this bond is registered, at the address thereof as it appears on the
Company's books for registration and registration of transfer.

        The provisions of this bond are continued on the reverse hereof or attached
pages and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

        This bond shall not be valid or become obligatory for any purpose unless and
until U.S. Bank National Association (successor to First Wisconsin Trust
Company), as Trustee under the Indenture, or its successors thereunder, shall
have signed the certificate of authentication endorsed hereon.

        In Witness Whereof, Wisconsin Public Service Corporation has caused this bond
to be signed in its name by the manual or facsimile signature of its President
or a Vice President and its corporate seal or a facsimile thereof to be hereto
affixed and attested by the manual or facsimile signature of its Secretary or an
Assistant Secretary.

Dated as of: December 1, 2002


  
    
      
        
                          Wisconsin public service corporation,

                           

                          By:_________________________________

                          ________________President

        

      

    

  



Attest:

_____________________________

____________ Secretary


 

(Form
of Trustee's Certificate)


        This bond is one of the bonds of the series designated therein, described in
the within mentioned Indenture and Supplemental Indenture.

 

 


  
    
      
        
          
                          U.S. Bank National Association,

                              As Trustee

                           

                          By:______________________________

                               Authorized Signature

          

        

      

    

  




(Text appearing on reverse side of bond or attached pages)


        This bond is one of a duly authorized issue of bonds of the Company, known as
its First Mortgage Bonds, of the Series and designation indicated on the
face hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates and tenors, all issued and to be issued under and
equally secured (except in so far as a sinking fund, or similar fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the bonds of any specific series) by a First Mortgage
and Deed of Trust (herein called the "Indenture") dated as of
January 1, 1941, executed by the Company to First Wisconsin Trust
Company (subsequently succeeded by U.S. Bank National Association, herein called
the Trustee), as Trustee, to which Indenture and all instruments supplemental
thereto reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of the
bonds as to such security, and the terms and conditions upon which the bonds may
be issued under the Indenture and any instruments supplemental thereto and are
secured. The principal hereof may be declared or may become due on the
conditions, in the manner and at the time set forth in the Indenture, upon the
happening of a completed default as in the Indenture provided. This bond is one
of a series created by a Supplemental Indenture (herein called the
"Supplemental Indenture") dated as of December 1, 2002, between the
Company and the Trustee, which is supplemental to the Indenture.

        The Senior Trustee has agreed pursuant to the Senior Indenture to hold the
Bonds of this Series as collateral for the benefit of the holders of the Related
Securities under all circumstances and not to transfer (except to a successor
trustee) such Bonds until the earlier of the Release Date or the prior
retirement of the Related Securities through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage
Bonds of the Company issued and outstanding under the Indenture, other than the
Bonds of this Series and other Bonds pledged as security for Securities issued
under the Senior Indenture (collectively "Collateral Bonds"), have
been retired (at, before or after the maturity thereof) through payment,
redemption or otherwise provided that no default or event of default has
occurred and is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Collateral
Bonds, and the Company shall cause the Senior Trustee to provide notice to all
holders of Related Securities of the occurrence of the Release Date. As a
result, on the Release Date, the Bonds of this Series shall cease to secure the
Related Securities. Following the Release Date, the Company shall cause the
Indenture to be discharged, and the Company shall not issue any additional
Collateral Bonds thereunder, and from and after the Release Date, the Company's
obligations in respect of the Collateral Bonds shall be satisfied and
discharged.

        With the consent of the Company and to the extent permitted by and as
provided in the Indenture and/or any instruments supplemental thereto, the
rights and obligations of the Company and/or of the holders of the bonds, and/or
terms and provisions of the Indenture and/or of any instruments supplemental
thereto may be modified or altered by consent of the holders of at least seventy
percent (70%) in principal amount of the bonds then outstanding under the
Indenture and any instruments supplemental thereto (excluding bonds challenged
and disqualified from voting by reason of the interest of the Company or of
certain related persons therein as provided in the Indenture); provided that no
such modification or alteration shall permit the extension of the maturity of
the principal of this bond or the reduction in the rate of interest hereon or
any other modification in the terms of payment of such principal or interest or
the taking of certain other action as more fully set forth in the Indenture
without the consent of the holder hereof.

        The Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner hereof for the purpose of receiving
payment of or on account of the principal hereof and interest hereon and for all
other purposes, and shall not be affected by any notice to the contrary.

        The bonds of this Series are subject to redemption, prior to maturity, at the
option of the Company in whole at any time or in part from time to time, upon
payment of a redemption price equal to the greater of (i) 100% of the principal
amount of the bonds to be redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
redemption date on a semiannual basis (assuming a 360 day year consisting of
twelve 30-day months) at the Treasury Yield (as defined in the Supplemental
Indenture) plus twenty-five hundredths of one percent (0.25%), plus in each case
accrued interest thereon to the redemption date, all subject to the conditions
and as more fully set forth in the Indenture and the Supplemental Indenture.

        Notice of any such redemption shall be hand delivered or mailed not less than
thirty (30) days prior to the redemption date to the registered owner of the
bonds so to be redeemed, at its address as the same shall appear on the Company's
books for registration and registration of transfer, all subject to the
conditions and as more fully set forth in the Indenture and in the Supplemental
Indenture, except that no newspaper publication shall be required.

        In the event that an event of default under Section 6.01 of the Senior
Indenture has occurred and is continuing, and the Senior Trustee has declared
the principal of all of the Related Securities then outstanding immediately due
and payable (or such principal has become ipso facto immediately due and
payable) under Section 6.02 of the Senior Indenture, then the Company shall call
for redemption and redeem all of the bonds of this series then outstanding at a
price equal to 100% of the principal amount thereof, together with accrued
interest thereon to the redemption date. The redemption date shall be the
accelerated maturity date of the Related Securities, and no prior notice of such
redemption to the Trustee or the Senior Trustee shall be required.

        This bond is nontransferable except to the Senior Trustee and successor
trustees thereto. To the extent that it is transferable, it is transferable by
the registered owner hereof in person or by attorney duly authorized in writing,
on books of the Company to be kept for that purpose at the corporate trust
office of the Trustee at Saint Paul, Minnesota, upon surrender hereof for
cancellation at said office and upon presentation of a written instrument of
transfer duly executed. Thereupon the Company shall issue in the name of the
transferee, and the Trustee shall authenticate and deliver, a new registered
bond or bonds without coupons of the same maturity and interest rate and of
equal aggregate principal amount. Any such transfer shall be subject to the
terms and conditions specified in the Indenture and the Supplemental Indenture.

        No recourse shall be had for the payment of principal of, premium, if any, or
interest on this bond, or any part thereof, or of any claim based hereon or in
respect hereof or of the Indenture or any instrument supplemental thereto,
against any incorporator, or any past, present or future stockholder, officer or
director of the Company or of any predecessor or successor corporation, either
directly or through the Company, or through any such predecessor or successor
corporation, or through any receiver or a trustee in bankruptcy, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as a part of the consideration for the issue hereof, expressly waived
and released, as more fully provided in the Indenture.


(End of text of bond)


(Form of Prepayment Record)



PREPAYMENT RECORD



Principal Amount of Bond $150,000,000



Date of Maturity: December 1, 2012

	
      Prepayments of Principal
	 	 	 	 
	
      Amount
		
      Date
		
      Balance Outstanding
	 	
      Signature of Authorized  Officer and Title