EXHIBIT 4D



THIRTY-________

 SUPPLEMENTAL INDENTURE

 FROM

 

 

WISCONSIN PUBLIC SERVICE

CORPORATION

 

TO

 

FIRSTAR BANK, NATIONAL ASSOCIATION

(Successor to Firstar Trust Company,

Formerly Known as First Wisconsin Trust Company)

TRUSTEE

 ______________

 

DATED AS OF _________ 1, ____

 

______________

 

SUPPLEMENTAL

To

First Mortgage and Deed of Trust

Dated as of January 1, 1941

 


WISCONSIN PUBLIC SERVICE CORPORATION

THIRTY-______ SUPPLEMENTAL INDENTURE

 

Dated as of _______ 1, ____

TABLE OF CONTENTS

____________

 

		
    
Page

    

	
Parties

  	
1

  
	
Recitals

  	
1

  
	
Form of Bond of Collateral Series

  	
3

  
	
Form of Trustee's Certificate

  	
5

  
	
Form of Prepayment Record

  	
8

  
	
Further Recitals

  	
8

  



Article I

Form of Execution of Bonds of New Series


	
Sec. 1.01

    	
Terms of bonds of new series

    	
9

    
	
Sec. 1.02

    	
Limitation of new series to $__,000,000

    	
9

    
	
Sec. 1.03

    	
Optional redemption of bonds of new series by Company

    	
9

    
	
Sec. 1.04

    	
Notice of, and selection of bonds of new series for, redemption

    	
10

    
	
Sec. 1.05

    	
 Redemption in event of default under section 6.01 of
            the Senior Indenture

    	
11

    
	
Sec. 1.06

    	 Partial redemption and payments of redemption price
            without presentation of bonds and new series

    	
11

    
	
Sec. 1.07

    	 Company not obligated to make any transfer of bonds of
            new series for fifteen days before any interest payment date

    	
12

    
	
Sec. 1.08

    	 Charges for transfer of bonds of new series

    	
12

    
	
Sec. 1.09

    	 Bonds of new series may be signed by facsimile
            signatures of Company officers

    	
12

    
	
Sec. 1.10

    	 Payment dates falling on Saturday, Sunday or legal
            holiday

    	
12

    
	
Sec. 1.11

    	 Bonds of new series redeemed or paid not
      reissuable,
            but may be basis for issuance of bonds of different series, credits
            or cash withdrawals

    	
12

    


			
	
      Article II

Confirmation of Lien

    



			
	
Sec. 2.01

    	 Granting clauses and habendum

    	
12

    


			
	
      Article III

Particular Covenants of the Company

    



			
	
Sec. 3.01

    	 Duly authorized by law to execute and deliver
            Supplemental Indenture and issue bonds

    	
13

    
	
Sec. 3.02

    	 Covenant of lawful possession, right to mortgage
            property and to maintain lien of Indenture.

    	
13

    
	
Sec. 3.03

    	 Payment of principal and interest

    	
13

    
	
Sec. 3.04

    	 Nonliability of Trustee

    	
14

    


			
	
      Article IV

Miscellaneous

    



			
	
Sec. 4.01

    	 Recitals not made by Trustee. No representations made
            by Trustee. Trust accepted subject to terms and conditions of
            Indenture

    	
14

    
	
Sec. 4.02

    	 Supplemental Indenture to be construed as part of
            Indenture

    	
14

    
	
Sec. 4.03

    	
(a)

    	References to either party to Supplemental Indenture
            includes successors or assigns

    	
14

    


		
(b)

	 Table of contents and descriptive headings of articles not to
            affect meaning

	
14


	
Sec. 4.04

    	
(a)

    	Trust Indenture Act requirements control

    	
14

    


		
(b)

	 Severability of Supplemental Indenture provisions and bond
            provisions

	
14


	
Sec. 4.05

    	 Provisions for execution in counterparts

    	
15

    
	
Sec. 4.06

    	 Supplemental Indenture effective on execution and
            delivery

    	
15

    
	
Sec. 4.07

    	 Names and addresses of debtor and secured party

    	
15

    




  
    
      
        
          
          

        

      

    

  




 

        Thirty-_______ Supplemental Indenture, made as of the 1st day of
_________, ____, by and between Wisconsin Public Service Corporation, a
corporation duly organized and existing under and by virtue of the laws of the
State of Wisconsin, having its principal office in the City of Green Bay in said
State (hereinafter sometimes called the "Company"), party of the first
part, and Firstar Bank, National Association, (successor to Firstar Trust
Company, formerly known as First Wisconsin Trust Company), a national banking
association duly organized and existing under and by virtue of the laws of the
United States, having its principal office in the City of _________ in the State
of _________, as Trustee (hereinafter sometimes called the "Trustee"),
party of the second part.

        Whereas, the Company has heretofore executed and delivered to the predecessor
of the Trustee its First Mortgage and Deed of Trust made as of
January 1, 1941 (hereinafter referred to as the "1941
Mortgage") and has heretofore executed and delivered to the predecessor of
the Trustee supplemental indentures dated and hereinafter referred to as
follows:


	
      Supplemental Indenture

      Dated (as of)      

    	
      Hereinafter referred to as

      
	
      November 1, 1947
	
      First Supplemental Indenture*

	
      August 1, 1948
	
      Second Supplemental Indenture

	
      September 1, 1949
	
      Third Supplemental Indenture

	
      November 1, 1950
	
      Fourth Supplemental Indenture*

	
      May 1, 1953
	
      Fifth Supplemental Indenture*

	
      January 1, 1954
	
      Sixth Supplemental Indenture

	
      October 1, 1954
	
      Seventh Supplemental Indenture

	
      December 1, 1957
	
      Eighth Supplemental Indenture

	
      November 1, 1959
	
      Ninth Supplemental Indenture

	
      October 1, 1963
	
      Tenth Supplemental Indenture

	
      June 1, 1964
	
      Eleventh Supplemental Indenture

	
      November 1, 1967
	
      Twelfth Supplemental Indenture

	
      April 1, 1969
	
      Thirteenth Supplemental Indenture

	
      August 1, 1970
	
      Fourteenth Supplemental Indenture

	
      May 1, 1971
	
      Fifteenth Supplemental Indenture

	
      August 1, 1973
	
      Sixteenth Supplemental Indenture*

	
      September 1, 1973
	
      Seventeenth Supplemental Indenture

	
      October 1, 1975
	
      Eighteenth Supplemental Indenture

	
      February 1, 1977
	
      Nineteenth Supplemental Indenture

	
      July 15, 1980
	
      Twentieth Supplemental Indenture

	
      December 1, 1980
	
      Twenty-First Supplemental Indenture*

	
      April 1, 1981
	
      Twenty-Second Supplemental Indenture

	
      February 1, 1984
	
      Twenty-Third Supplemental Indenture

	
      March 15, 1984
	
      Twenty-Fourth Supplemental Indenture

	
      October 1, 1985
	
      Twenty-Fifth Supplemental Indenture

	
      December 1, 1987
	
      Twenty-Sixth Supplemental Indenture*

	
      September 1, 1991
	
      Twenty-Seventh Supplemental Indenture

	
      July 1, 1992
	
      Twenty-Eighth Supplemental Indenture

	
      October 1, 1992
	
      Twenty-Ninth Supplemental Indenture

	
      February 1, 1993
	
      Thirtieth Supplemental Indenture

	
      July 1, 1993
	
      Thirty-First Supplemental Indenture

	
      November 1, 1993
	
      Thirty-Second Supplemental Indenture

	
      December 1, 1998
	
      Thirty-Third Supplemental Indenture




_________________

*Includes amendments to or modifications of certain
provisions of the 1941 Mortgage.

        (said 1941 Mortgage, as supplemented, amended or modified by the aforesaid
Supplemental Indentures, being hereinafter referred to as the
"Indenture", except as such term is differently defined and used in
and for the purposes of the Form of Bond of Collateral Series __ and the Form of
Trustee's Certificate hereinafter set forth), whereby the Company granted,
bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed unto the Trustee, and to its
respective successors in trust, upon the terms, conditions and trusts therein
set forth, all the property as therein described, real, personal and mixed, then
owned or thereafter acquired by the Company, with certain exceptions as in the
granting clauses and definitions of the Indenture set forth, to be held by the
Trustee in trust, under the terms and subject to the conditions of the
Indenture, as security for the bonds of the Company issued and to be issued
thereunder in accordance with the provisions of the Indenture; and

        WHEREAS, Section 2.01 of the 1941 Mortgage provides that bonds may be issued
thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such series;
and

        WHEREAS, the Company has heretofore issued and there are now outstanding, in
accordance with the provisions of the 1941 Mortgage and said Supplemental
Indentures bonds of several series designated "First Mortgage Bonds, 8.80%
Series due September 1, 2021", "First Mortgage Bonds, 6c
% Series due October 1, 2005", "First Mortgage Bonds, 7.30%
Series due October 1, 2002", "First Mortgage Bonds, 6.80%
Series due February 1, 2003", "First Mortgage Bonds, 7c
% Series Due July 1, 2023" First Mortgage Bonds Due
February 1, 2013 and "First Mortgage Bonds Collateral
Series __"; and

        WHEREAS, the Company has agreed to issue $__,000,000 in aggregate principal
amount of Senior Notes ____% Series Due ________ 1, ____ (the "Related
Securities") pursuant to an Indenture, dated as of December 1, 1998,
between the Company and Firstar Bank Milwaukee, N.A., as trustee (the
"Senior Trustee") as supplemented; and

        WHEREAS, in order to secure the Company's obligations to pay principal,
premium, if any, and interest on the Related Securities, the Company is desirous
of providing for the issuance under the Indenture of bonds of a new series
designated as "First Mortgage Bonds, Collateral Series __", in an
aggregate principal amount of not more than $__,000,000, the bonds of said
series to be issued as registered bonds without coupons in any denominations
that the Company may from time to time execute and deliver, the bonds of said
series, the Trustee's Certificate, and the Form of Prepayment Record to be
substantially in the tenor following:

(Form
of Bond of Collateral Series __)

Wisconsin Public Service Corporation

 (Incorporated under the laws of the State of Wisconsin)

First Mortgage Bond, Collateral Series __

No._____________


        

 $___________

THE FIRST MORTGAGE BONDS, COLLATERAL SERIES __ (HEREINAFTER,
"COLLATERAL BONDS"), REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED
AND DELIVERED BY THE COMPANY TO FIRSTAR BANK, NATIONAL ASSOCIATION, AS TRUSTEE
(IN SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN INDENTURE, DATED AS
OF DECEMBER 1, 1998, BETWEEN THE COMPANY AND THE SENIOR TRUSTEE, AS
PREVIOUSLY SUPPLEMENTED AND AS SUPPLEMENTED BY THE SECOND SUPPLEMENTAL INDENTURE
THERETO DATED AS OF _________ 1, ____ (AS SO SUPPLEMENTED, THE "SENIOR
INDENTURE"). THE COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR
THE BENEFIT OF THE HOLDERS OF $__,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR
NOTES ____% SERIES DUE ________ 1, ____ (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 FIRSTAR BANK, NATIONAL ASSOCIATION, as
trustee for the benefit of the holders of Related Securities, or registered
assigns (in such capacity, the "Senior Trustee"), on the 1st day of
________, ____, the sum of _____________________ DOLLARS ($___________) in
lawful money of the United States of America, and to pay interest thereon from
the date hereof at the rate of ___________________ per cent (____%) per annum,
in like money, until the principal hereof becomes due and payable, said interest
being payable on the 1st day of ________ and on the 1st
day of __________ in each year commencing ________ 1, ____. The principal
and interest so payable on any __________  1 or _____________  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 Firstar 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:

 


  
    
      
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.

 

 


  
    
      
        FIRSTAR 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 Firstar 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
________ 1, ____, 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 ______________ percent (___%), 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 principal office of
the Trustee at Milwaukee, Wisconsin, 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 $__________

 Date of maturity: _______________ 1, _____

 


	
      Prepayments on Principal
	 	 
	
      Amount
	
      Date
	
      Balance

      Outstanding

    	
      Signature of Authorized

      Officer and Title

    
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



and

 

        WHEREAS, the 1941 Mortgage provides that the Company and the Trustee may
enter into indentures supplemental thereto for the purposes, among others, of
providing the terms and conditions of the issue of the bonds of any new series;
and

        WHEREAS, the Company is presently engaged within the States of Wisconsin and
Michigan in transmitting, conveying, distributing, supplying and serving
electricity and gas and intends that this Supplemental Indenture shall be
received for record and for filing in the appropriate public offices of said
States or of any other jurisdiction in which there may be located from time to
time properties intended to be subject to the lien of the Indenture in the
manner and with the effect provided by their respective laws in respect to
mortgages by, and security interests in existing and hereafter acquired
properties of, a corporation so engaged; and

        WHEREAS, the execution and delivery of this Supplemental Indenture and the
issue of bonds as in this Supplemental Indenture and the Indenture provided have
been duly authorized by a resolution adopted by the Board of Directors of the
Company; and

        WHEREAS, all things necessary to make the bonds of Collateral Series __, when
duly issued and executed by the Company, and authenticated and delivered by the
Trustee, valid, binding and legal obligations of the Company, and to make the
Indenture and this Supplemental Indenture valid, binding and legal instruments
for the security thereof, have been done and performed and the issue of said
bonds, as in this Supplemental Indenture and the Indenture provided, has been in
all respects duly authorized;

        NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH: Wisconsin Public
Service Corporation, in consideration of the premises and of one dollar to it
duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, does hereby covenant and
agree to and with Firstar Bank, National Association, as Trustee, as follows:

ARTICLE I.



Form
And Execution Of Bonds Of New Series

        SECTION 1.01. There is hereby created, for issuance under the Indenture on
the date of authentication and delivery of the Related Securities, a series of
bonds designated as Collateral Series __ (herein sometimes referred to as the
bonds of Collateral Series __), each of which shall bear the descriptive
title "First Mortgage Bond, Collateral Series __". The bonds of
said series shall be issued only in the form of registered bonds without coupons
and shall be substantially of the tenor and purport, and in the form,
hereinbefore recited. The bonds of said series shall mature on ________
 1, ____, and shall be issued in any denominations that the Company
may execute and deliver. The bonds of said series shall bear interest at the
rate of ________________________ percent (____%) per annum, payable semiannually
on _________  1 and ________  1 of each year commencing _________
 1, ____. Bonds of said series issued prior to ___________________
shall be dated as of _____________  1, ____ and bonds of said series issued
on and after __________  1, ____ shall be dated as provided in Section 2.09
of the 1941 Mortgage. Principal and interest will be payable to the registered
owner of the bonds of said series, and at the address thereof, appearing on the
Company's books for registration and registration of transfer. Said bonds will
be nontransferable except to the Senior Trustee and successors thereto, if any.

        SECTION 1.02. The aggregate principal amount of all bonds of Collateral
Series __ which may at any time be certified, issued and outstanding shall
be limited to $__,000,000, and bonds of said series may be executed,
authenticated, delivered and issued hereunder from time to time subject to the
restrictions and provisions contained in this Supplemental Indenture and in the
1941 Mortgage.

        SECTION 1.03. The bonds of Collateral 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, at a redemption price equal to the greater of (i)
100% of their principal amount or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
date of redemption on a semiannual basis (assuming a 360 day year consisting of
twelve 30-day months) at the Treasury Yield (as hereinafter defined) plus
_____________ percent (___%), plus in each case accrued interest to the date of
redemption. The redemption price shall be set forth in an Officers' Certificate
delivered to the Trustee on or before the redemption date.

        "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 bonds of Collateral Series __ 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 bonds of Collateral
Series __. "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 Referenced 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 New York City (a "Primary Treasury Dealer")
selected by the Company.

        SECTION 1.04. In the event that the Company shall desire to exercise its
right to redeem and pay all or any part of the bonds of Collateral
Series __ pursuant to Section 1.03, it shall, except as modified herein,
comply with the terms and conditions of Article XI of the Indenture with regard
to the redemption of bonds of any series secured thereby, and such redemption
shall be made under and subject to the terms and provisions of said Article XI
and in the manner and with the effect stated therein; provided, however, (a) the
Company shall specify, in accordance with the provisions of this Supplemental
Indenture, those bonds of Collateral Series __ which are to be redeemed if
only a part thereof are to be redeemed, and payments in redemption of bonds of
Collateral Series __ shall be made directly by the Company to the
registered owners of the bonds entitled thereto; and (b) the provisions of
Section 11.03(b) of the 1941 Mortgage shall not be applicable to any such
redemption. The Company shall not exercise any option to redeem on any date all
or any part of the bonds of Collateral Series __ unless it shall give a
valid direction under the Senior Indenture for the redemption on such date of an
equal amount of Related Securities. Notice of each such redemption shall be hand
delivered or mailed, by certified mail, with return receipt requested, at least
forty-five (45) days prior to the redemption date, to the registered owner of
the bonds which are to be redeemed at its address appearing on the Company's
books for registration and registration of transfer. Such delivery or mailing
(but not the receipt thereof or the return of the receipt so requested) shall be
a condition to the redemption of the bonds. All bonds so redeemed shall
forthwith be delivered to the Trustee and cancelled, but only when the
principal, premium, if any, and accrued interest thereon is paid in full. The
Trustee, when required to select bonds of Collateral Series __ for redemption,
shall promptly notify the Company, and the Company, when selecting bonds of
Collateral Series __ for redemption, shall promptly notify the Trustee, in
writing of the distinctive numbers of the bonds selected for redemption in whole
or in part. For the purpose only of complying with the Indenture (particularly
Section 11.02 thereof) in connection with the redemption of bonds of Collateral
Series __, for each $1,000 principal amount of bonds authenticated and delivered
hereunder there shall be assigned a number in such manner and at such time as
the Trustee or the Company shall deem appropriate.

        SECTION 1.05. The Company shall call for redemption all of the bonds of the
Collateral Series __ then outstanding, and shall on the redemption date therefor
redeem the same at a price equal to 100% of the principal amount thereof,
together with accrued interest to the redemption date, in the event that an
event of default has occurred and is continuing under Section 6.01 of the Senior
Indenture, and the Senior Trustee has declared the principal of all Related
Securities then outstanding immediately due and payable (or such principal has
become ipso facto immediately due and payable) pursuant to Section 6.02 of the
Senior Indenture. The redemption date shall be the accelerated maturity date of
the Related Securities; provided, however, that such requirement of redemption
shall be deemed to be waived if prior to the date fixed for such redemption of
the bonds of Collateral Series __, the acceleration of the Related
Securities is waived or annulled. Any provision of Article XI of the
Indenture notwithstanding, no prior notice of such redemption of the bonds of
Collateral Series __ to the Trustee or the Senior Trustee shall be
required.

        SECTION 1.06. Subject to the provisions of Section 1.04, Bonds of Collateral
Series __ may be redeemed in part, but the portion of any such bond so redeemed
in part shall be One Thousand Dollars ($1,000) or an integral multiple thereof.
In case any bond shall be redeemed in part only, payment of the redemption price
of such portion of the bond of Collateral Series __ shall be made by the Company
(or Trustee, as the case may be) to the registered owner thereof, at its address
appearing on the Company's books for registration and registration of transfer
of bonds of Collateral Series __ without presentation or surrender thereof,
provided there is on file with the Company and Trustee (and not theretofore
rescinded by written notice from such registered owner to the Company and
Trustee) a written commitment from such registered owner to the effect that (1)
payments will be so made, and (2) such registered owner will make notations on
such bond or a paper attached thereto of the portion thereof so redeemed. Prior
to any transfer by the registered owner of any bond of Collateral Series __, the
same shall be surrendered to the Company or Trustee for appropriate notation
thereon of, or in exchange for a new bond or bonds for, the unredeemed balance
of the principal amount thereof. The Trustee shall not be under any duty to
determine that any of the notations mentioned herein have been made or be liable
in any manner with respect thereto.

        SECTION 1.07. The Company shall not be obligated to make any transfer of
bonds of Collateral Series __ for a period of fifteen (15) calendar days next
preceding any interest payment date, or next preceding any selection by lot of
bonds to be redeemed. The Company shall not be obligated to make transfers of
any bonds called or being called for redemption.

        SECTION 1.08. No charge shall be made to any registered owner of any bond of
Collateral Series __ for any transfer of bonds of said series except for any tax
or other governmental charge required to be paid in connection therewith.

        SECTION 1.09. The signatures of the President or a Vice President and of the
Secretary or an Assistant Secretary upon the bonds of Collateral Series __ may
be facsimile signatures imprinted or otherwise reproduced on such bonds. Any
such facsimile signature shall have the same effect and shall be subject to the
same provisions set forth in Section 2.13 of the 1941 Mortgage as to signatures
upon bonds generally.

        SECTION 1.10. In the event that an interest payment or maturity date or a
date fixed for redemption of any bond of Collateral Series __ shall be a
Saturday, Sunday or a legal holiday or a day on which banking institutions in
the city of location of the registered address of the owner are authorized by
law to close, then payment of interest or principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding business day
not a Saturday, Sunday or a legal holiday or a day upon which banking
institutions in the city of location of the registered address of the owner are
authorized by law to close, with the same force and effect as if made on the
date of maturity, interest date, or the date fixed for redemption, and no
interest shall accrue for the period after such date.

        SECTION 1.11. Bonds of Collateral Series __ which have been redeemed or have
been paid at maturity shall not be reissued as bonds of said series, but may be
made the basis for the issuance of additional bonds of any series hereafter
created, or credits may be taken or cash withdrawn on the basis thereof under
any applicable provisions of the 1941 Mortgage or any future supplemental
indenture.

ARTICLE II.



Confirmation of Lien

        SECTION 2.01. The Company, in order to record the description of, and confirm
unto the Trustee, certain property acquired after the execution and delivery of
the 1941 Mortgage and now subject to the lien thereof by virtue of the
provisions of the 1941 Mortgage conveying to the Trustee property acquired after
its execution and delivery, by these presents does grant, bargain, sell,
warrant, release, convey, assign, transfer, mortgage, pledge, set over and
confirm unto Firstar Bank, National Association, as Trustee, and to its
respective successors in said trust forever, subject to the rights reserved by
the Company in and by other provisions of the Indenture and this Supplemental
Indenture, all of the property described and mentioned or enumerated or referred
to in a schedule hereto annexed and marked Schedule A, reference to said
schedule for a description and enumeration of the property therein described and
enumerated being hereby made with the same force and effect as if the same were
incorporated herein at length;

        Together with all and singular the tenements, hereditaments and appurtenances
belonging or in any wise appertaining to the aforesaid property or any part
thereof with the reversion and reversions, remainder and remainders, tolls,
rents and revenues, issues, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and every part and parcel thereof;

        To have and to hold all said properties, mortgaged, pledged or conveyed by
the Company as aforesaid, or intended so to be, unto the Trustee and its
successors and assigns forever, subject, however, to permissible encumbrances as
defined in the 1941 Mortgage; but in trust, nevertheless, for the same purposes
and upon the same conditions as are fully set forth in the Indenture, which is
hereby referred to.

ARTICLE III.



Particular Covenants Of The
Company

        In addition to the covenants contained in the Indenture, the Company hereby
covenants as follows:

        SECTION 3.01. That it is duly authorized under the laws of the State of
Wisconsin and under all other applicable provisions of law to create and issue
the bonds of Collateral Series __, and to execute and deliver this Supplemental
Indenture, and that all corporate action on its part for the creation and issue
of said bonds and the execution of this Supplemental Indenture has been duly and
effectually taken, and that said bonds when issued and delivered to the owners
thereof are and will be valid and enforceable obligations of the Company, and
that the Indenture is and always will be a valid mortgage and deed of trust to
secure the payment of said bonds.

        SECTION 3.02. That it is lawfully possessed of all the property mortgaged and
pledged by the Indenture; that it will maintain and preserve the lien of the
Indenture on the property mortgaged and pledged thereby in accordance with the
terms thereof and hereof so long as any of the bonds issued thereunder are
outstanding; and that it has good right and lawful authority to mortgage and
pledge the property mortgaged and pledged thereby as provided in and by the
Indenture; and that the same is free and clear of all liens and encumbrances,
except permissible encumbrances as defined in the Indenture.

        SECTION 3.03. That the Company will duly and punctually pay to the registered
owner of bonds of Collateral Series __ issued under and secured by the Indenture
and this Supplemental Indenture the principal and interest of said bonds at the
dates and place and in the manner mentioned in such bonds.

        SECTION 3.04. That the Trustee shall not incur any liability by reason of any
default, failure or delay on the part of the Company to observe or perform its
covenants contained in this Article III.

ARTICLE IV.



Miscellaneous

        SECTION 4.01. The recitals of fact herein and in the bonds hereby created
contained (except the Trustee's Certificate) shall be taken as statements of the
Company and shall not be construed as made or warranted by the Trustee. The
Trustee makes no representations as to the validity of this Supplemental
Indenture or of the bonds issued under the Indenture by virtue hereof. Except as
herein otherwise provided, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture other than as set forth in the Indenture; and this
Supplemental Indenture is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Indenture, as fully to
all intents as if the same were herein set forth at length.

        SECTION 4.02. This Supplemental Indenture shall be construed in connection
with and as a part of the Indenture.

        SECTION 4.03. (a)
Whenever
in this Supplemental Indenture either of the parties hereto is named or referred
to, such reference shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements in this Supplemental Indenture
contained 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.

        (b) The table of contents and 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.

        SECTION 4.04. (a) If
any provision of this Supplemental Indenture limits, qualifies, or conflicts
with another provision of this Supplemental Indenture or of the Indenture
required or deemed to be included in indentures qualified under the Trust
Indenture Act of 1939 (as enacted prior to the date of this Supplemental
Indenture) by any of Sections 310 to 317, inclusive, of the said Act, such
required provisions shall control.

        (b) In case any one or more of the provisions contained in this Supplemental
Indenture or in the bonds, issued hereunder and under the Indenture 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 4.05. This Supplemental Indenture may be executed in several
counterparts, and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

        SECTION 4.06. This Supplemental Indenture shall be effective and binding from
and after the time of actual execution and delivery thereof, notwithstanding the
fact that such execution and delivery may occur prior or subsequent to
August 1, 2001.

        SECTION 4.07. The debtor and its mailing address is
WISCONSIN PUBLIC SERVICE CORPORATION, 700 North Adams Street, P.O. Box 19001,
Green Bay, Wisconsin 54307. The secured party and its address, from which
information concerning the security interest hereunder may be obtained, is
FIRSTAR BANK, NATIONAL ASSOCIATION, Corporate Trust Department,
_______________________________________________________________.

        IN WITNESS WHEREOF, the party of the first part has caused its corporate name
and seal to be hereunto affixed and this Supplemental Indenture to be signed by
its Chairman, President or Vice President, and attested by its Secretary or an
Assistant Secretary, for and in its behalf, and the party of the second part has
caused its corporate name and seal to be hereunto affixed, and this Supplemental
Indenture to be signed by its President, a Vice President or an Assistant Vice
President, and attested by its Secretary or an Assistant Secretary, for and in
its behalf, all done as of the first day of ______________.


  
    
      
WISCONSIN PUBLIC SERVICE CORPORATION,

 

By:__________________________________

       Vice President

      

    

  



(SEAL)

Attest:

_____________________________

Secretary

Executed by Wisconsin Public Service



  Corporation, in presence of:

__________________________________

__________________________________


  
    
      
Firstar Bank, National Association,

As Trustee,

By:________________________________

   Vice President

      

    

  



(SEAL)

Attest:

_____________________________

Assistant Secretary

Executed by Firstar Bank, National Association

in presence of:

__________________________________

__________________________________

 

 

State Of Wisconsin }



                                     
} ss.

Brown County       }

 

        Personally came before me this _______ day of _________, A.D. ____,
______________, to me known to be the Vice President, and _______________, to me
known to be the Secretary of the above-named Wisconsin Public Service
Corporation, the corporation described in and which executed the foregoing
instrument, and to me known to be the persons who as such officers executed the
foregoing instrument in the name and behalf of said corporation, and
acknowledged the same, and acknowledged that the seal affixed to said instrument
is the corporate seal of said corporation, and that they signed, sealed and
delivered said instrument in the name and behalf of said corporation by
authority of its Board of Directors and said ______________ and _______________
then and there acknowledged said instrument to be the free act and deed of said
corporation by each of them voluntarily executed.

        Given under my hand and notarial seal this _______ day of ______, A.D.
____.

 


  
    
      
___________________________________

Notary Public, Brown County, Wisconsin

My commission expires _________________

      

    

  



 

(Notarial Seal)

 

 

State Of _________ }



                                     
} ss.

_________ County   }

        Personally came before me this ______ day of ________, A.D. ____,
_________________, to me known to be a Vice President and ________________, to
me known to be an Assistant Secretary of the above-named Firstar Bank, National
Association, the corporation described in and which executed the foregoing
instrument, and to me known to be the persons who as such officers executed the
foregoing instrument in the name and behalf of said corporation, and
acknowledged the same, and acknowledged that the seal affixed to said instrument
is the corporate seal of said corporation, and that they signed, sealed and
delivered said instrument in the name and behalf of said corporation by
authority of its Board of Directors and said _________________ and
_________________ then and there acknowledged said instrument to be the free act
and deed of said corporation by each of them voluntarily executed.

        Given under my hand and notarial seal this ______ day of _______, A.D.
____.

 





  
    
      
__________________________________________

Notary Public, _________ County, _________

My commission is permanent

      

    

  



 (Notarial Seal)

 

This instrument was drafted by Attorney Michael S. Nolan of the law firm of
Foley & Lardner, Milwaukee, Wisconsin.

A-1


SCHEDULE A


        The property referred to in Article II of the foregoing Supplemental
Indenture from Wisconsin Public Service Corporation to Firstar Bank, National
Association (successor to Firstar Trust Company, formerly known as First
Wisconsin Trust Company), Trustee, dated as of _________ 1, 200_ is that herein
specifically described and enumerated or referred to in this Schedule A.