indenture.htm


    Exhibit
      4.2

     

    

      
        	
                Document
                  Number

              	
                 

                THIRTY-NINTH

                SUPPLEMENTAL
                  INDENTURE

              	 
	 	 
	 	
                Recording
                  Area

              
	 	
                Name
                  and
                  Return Address

                 

                Wisconsin
                  Public Service Corporation

                Attention:  Real
                  Estate Department

                P.O.
                  Box 19001

                Green
                  Bay, Wisconsin 54307-9001

              
	
                 

                 

                See
                  Schedule A hereto

              
	
                Parcel
                  Identification Number (PIN)

              
	 


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    THIRTY-NINTH

    


    


    SUPPLEMENTAL
      INDENTURE

    


    


    FROM

    


    


    


    


    WISCONSIN
      PUBLIC SERVICE

    CORPORATION

    


    


    


    TO

    


    


    


    


    U.S.
      BANK
      NATIONAL ASSOCIATION

    (Successor
      to Firstar Bank National Association,

    Successor
      to Firstar Trust Company,

    Formerly
      Known as First Wisconsin Trust Company)

    TRUSTEE

    


    


    ______________

    


    


    DATED
      AS OF
      NOVEMBER 1, 2007

    


    


    ______________

    


    


    SUPPLEMENTAL

    To

    First
      Mortgage and Deed of Trust

    Dated
      as of
      January 1, 1941


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WISCONSIN
      PUBLIC
      SERVICE CORPORATION

    THIRTY-NINTH
      SUPPLEMENTAL INDENTURE

    


    Dated
      as of
      November 1, 2007

    


    TABLE
      OF
      CONTENTS

    ____________

     

    
 

    
      	 	
               PAGE

            
	 	 
	 Parties	
               1

            
	 Recitals	
               1

            
	 Form
              of
              Bond of Collateral Series G	
               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 $125,000,000, subject to right of Company to reopen
                such
                series for issuance of

            


    

    
      	
               

            	
              additional
                bonds                                                                                                                                                                                  
                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 

            	
              11

            


    

    
      	
               

            	
              Sec.
                1.08

            	
              Charges
                for
                transfer of bonds of new series 

            	
              11

            


    

    
      	
               

            	
              Sec.
                1.09

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

            	
              11

            


    

    
      	
               

            	
              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

            


    

    
    

     

      
        	
                 

              	
                Sec.
                  1.12

              	
                Company
                  right
                  to reopen new series and provisions

              


      

      
        	
                 

              	
                applicable
                  thereto          
                                                                                                                                                                                    
                  12

              


      



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    Article
      II

    Confirmation
      of
      Lien

    


    
      	
               

            	
              Sec.
                2.01

            	
              Granting
                clauses and habendum 

            	
              13

            


    

    


    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. 

            	
              14

            


    

    
      	
               

            	
              Sec.
                3.03

            	
              Payment
                of
                principal and interest 

            	
              14

            


    

    
      	
               

            	
              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                                                                                                                    15

            


    

    
      	
               

            	
              (b)

            	
              Severability
                of Supplemental Indenture provisions and
                bond

            


    

    
      	
               

            	
              provisions                                                                                                                                                                                        
                   15

            


    

    
      	
               

            	
              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

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    Thirty-Ninth
      Supplemental Indenture, made as of the 1st
      day of November,
      2007 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 U.S.
      Bank National Association, (successor to 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 Corporate Trust Services
      Office in the City of Milwaukee in the State of Wisconsin, 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

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
               Supplemental
                Indenture

              Dated
                (as of)

            	
               Hereinafter
                referred to as

            
	 	 
	
              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

            
	
              August
                1,
                2001                                                                

            	
              Thirty-Fourth
                Supplemental Indenture

            
	
              December
                1,
                2002                                                                

            	
              Thirty-Fifth
                Supplemental Indenture

            
	
              December
                1,
                2003                                                                

            	
              Thirty-Sixth
                Supplemental Indenture

            
	
              December
                1,
                2006                                                                

            	
              Thirty-Seventh
                Supplemental Indenture

            
	
              August
                1,
                2006                                                                

            	
              Thirty-Eighth
                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 G 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, 7-1/8% Series Due
      July 1, 2023”, “First Mortgage Bonds Collateral Series A”, “First
      Mortgage Bonds Collateral Series B”, “First Mortgage Bonds Collateral
      Series C”, “First Mortgage Bonds Collateral Series D”, “First
      Mortgage Bonds Collateral Series E”, and “First Mortgage Bonds Collateral Series
      F”; and

     

    Whereas,
      the
      Company has agreed to issue $125,000,000 in aggregate principal amount of Senior
      Notes 5.65% Series Due November 1, 2017 (the “Related Securities”) pursuant
      to an Indenture, dated as of December 1, 1998, between the Company and a
      predecessor of U.S. Bank National Association, as trustee (the “Senior Trustee”)
      as supplemented, subject to the right of the Company to reopen the Related
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    Securities
      for
      issuances of additional Related Securities of such series on the terms and
      subject to the conditions specified in such Indenture; 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 G, in an aggregate principal amount of not
      more than $125,000,000, subject to the right of the Company to reopen such
      series for issuance of additional bonds of such series, 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 G)

     

    No._____________                                                                                                                                $

    


    Wisconsin
      Public
      Service Corporation

    


    (Incorporated
      under
      the laws of the State of Wisconsin)

    First
      Mortgage
      Bond, Collateral Series G

    


    THE
      FIRST MORTGAGE
      BONDS, COLLATERAL SERIES G (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 SEVENTH SUPPLEMENTAL INDENTURE THERETO DATED AS
      OF NOVEMBER 1, 2007 (AS SO
      SUPPLEMENTED, THE “SENIOR INDENTURE”).  THE COLLATERAL BONDS ARE TO BE
      HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR NOTES,
      5.65% SERIES DUE NOVEMBER 1, 2017 (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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    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 Milwaukee, Wisconsin, on the 1st day of November,
      2017, the sum of __________________ Dollars ($_________) in lawful money of
      the
      United States of America, and to pay interest thereon from the date hereof
      (i)
      at the rate of 0% per annum prior to November 20, 2007, and (ii) at the
      rate of 5.65% per annum from and after November 20, 2007, in like money, until
      the principal hereof becomes due and payable, said interest being payable on
      the
      1st day of May
      and on the 1st
      day of November in each year commencing May 1, 2008.  The
      principal and interest so payable on any May 1 or November 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:

    


    


    WISCONSIN
      PUBLIC
      SERVICE CORPORATION,

    


    


    


    By:    ______________________________                                                                  

    ______
      President

    Attest:

    


    _____________________________

    ____________
      Secretary


    
      
              

           

        

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    (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 November 1, 2007, 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 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    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 (exclusive of interest
      accrued to the date of redemption) discounted to the redemption date on a
      semi-annual basis (assuming a 360 day year consisting of twelve 30-day months)
      at the Treasury Rate (as defined in the Supplemental Indenture)
      plus twenty hundredths of one percent (0.20%), plus in
      each case accrued and unpaid interest 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
      and
      unpaid interest thereon to the redemption date.  The redemption date
      shall be the accelerated maturity date of the 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    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
      services 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)

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    (Form
      of Prepayment
      Record)

     

    PREPAYMENT
      RECORD

    


    Principal
      Amount Of
      Bond $__________

    


    Date
      of
      Maturity:  NOVEMBER 1, 2017

    


    
      	
              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
      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 G, 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 U.S. Bank National Association, as Trustee, as follows:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    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 or dates of authentication
      and delivery of the Related Securities, a series of bonds designated as
      Collateral Series G (herein sometimes referred to as the bonds of Collateral
      Series G), each of which shall bear the descriptive title “First Mortgage Bond,
      Collateral Series G”.  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 November 1, 2017, 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 0% per annum prior
      to
      November 20, 2007, and at the rate of five and sixty-five hundredths percent
      (5.65%) per annum from and after November 20, 2007, payable semi-annually on
      May 1 and November 1 of each year commencing May 1,
      2008.  Bonds of said series issued prior to May 1, 2008 shall be
      dated as of November 1, 2007 and bonds of said series issued on and after
      May 1, 2008 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 G which may at any time
      be
      certified, issued and outstanding shall be limited to $125,000,000, subject
      to
      the right of the Company to reopen such series for issuances of additional
      bonds
      of such series, 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 G 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 (exclusive of interest accrued to the date of redemption)
      discounted to the date of redemption on a semi-annual basis (assuming a 360
      day
      year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter
      defined) plus twenty hundredths of one percent (0.20%), plus in each case
      accrued and unpaid 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
      Rate”
means, with respect to any redemption date, the rate per annum equal to the
      semiannual equivalent yield to maturity or interpolated (on a day count basis)
      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 or securities selected
      by an Independent Investment Banker as having an actual or interpolated maturity
      comparable to the remaining term of the bonds of Collateral Series G that would
      be 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    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 G.

     

    “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 Reference Treasury Dealer Quotations for the redemption date, after
      excluding the highest and lowest Reference Treasury Dealer Quotations for the
      redemption date, or (ii) if the Trustee obtains fewer than four Reference
      Treasury Dealer Quotations, the average of all the quotations which the Trustee
      obtains.

     

    “Reference
      Treasury
      Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
      redemption date, the average, as determined by the Trustee, 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 Trustee by such Reference
      Treasury Dealer at 3:30 p.m., New York Time, 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.

     

    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 G 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
      G
      which are to be redeemed if only a part thereof are to be redeemed, and payments
      in redemption of bonds of Collateral Series G 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 G 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 thirty (30) 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 and unpaid interest thereon is paid in full.  The Trustee,
      when required to select bonds of Collateral Series G for redemption, shall
      promptly notify the Company, and the Company, when selecting bonds of Collateral
      Series G 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 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    Collateral
      Series
      G, 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 G 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
      and
      unpaid 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 G, 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 G 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 G 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 G 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 G 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 G, 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 G 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 G 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 G may be facsimile 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    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 G 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 G 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.

     

    SECTION
      1.12.  The
      Company shall
      have the right to reopen the bonds of Collateral Series G, for issuances of
      additional bonds of such series (“Additional Bonds”), by written application
      pursuant to Section 4.01(a) of the 1941 Mortgage for the authentication and
      delivery of such Additional Bonds.  Additional Bonds may be executed,
      authenticated, delivered, and issued upon and subject to the provisions of
      the
      Indenture (including but not limited to those of Articles IV, V, VI, VII, and/or
      VIII thereof, if and as applicable); and upon (but only upon) such execution,
      authentication, delivery, and issuance, the following additional provisions
      shall be deemed to apply:

     

    The
      bonds of
      Collateral Series G are hereby reopened for the issuance of Additional Bonds
      in
      the aggregate principal amount specified in the written application of the
      Company, which shall constitute a further issuance of, and will be consolidated
      with, the bonds of Collateral Series G so as to form a single series with the
      bonds of Collateral Series G, and shall have the same terms as the bonds of
      such
      series, except that the Additional Bonds shall be dated (and shall bear
      interest) as provided in Section 1.01 of this Supplemental
      Indenture.  The Additional Bonds shall be substantially in the form
      hereinbefore recited but may contain such changes as may be appropriate to
      reflect their date or dates of issuance.

     

    All
      references to
      the bonds of Collateral Series G in this Supplemental Indenture, in the form
      of
      such bonds hereinbefore recited, and in such bonds shall be deemed to include
      the Additional Bonds issued hereunder, and the Additional Bonds shall be subject
      to, and be entitled to the benefits of, this Supplemental Indenture; except
      that
      the dates of issuance of, and the dates from which interest will begin to accrue
      on, the Additional Bonds shall be as set forth in this Section
      1.12.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    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 U.S. 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
      G, 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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 G 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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 November 1, 2007.

     

    SECTION
      4.07.  The
      debtor and its
      mailing address is WISCONSIN PUBLIC SERVICE CORPORATION, 700 North Adams Street,
      P.O. Box 19001, Green Bay, WI 54307.  The secured party and its
      address, from which information concerning the security interest hereunder
      may
      be obtained, is U.S. BANK NATIONAL ASSOCIATION, Corporate Trust Services, 1555
      RiverCenter Drive, Suite 301, Milwaukee, WI  53212.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    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
      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 to be hereunto affixed, and this Supplemental Indenture
      to be
      signed by its Vice President for and in its behalf, all done as of the first
      day
      of November, 2007.

     

    Wisconsin
      Public
      Service Corporation,

    


    


    By:  /s/
      Diane L.
      Ford              

    
      	
              (SEAL)

            	
              Diane
                L.
                Ford.

            


    

    Vice
      President and Corporate
      Controller

    


    


    Attest:

    


    


    /s/
      Barth J. Wolf
Barth
      J.
      Wolf

    Secretary

    


    Executed
      by
      Wisconsin Public Service

    Corporation,
      in
      presence of:

    


    /s/
      Janet K. McKee
Janet
      K.
      McKee

    


    /s/
      Lisa J. Gast
Lisa
      J.
      Gast

    


    U.S.
      Bank National
      Association,

        As
      Trustee,

    


    By:   /s/
      Peter M.
      Brennan                                                                   

    Peter
      M. Brennan

    Vice
      President

    


    Executed
      by U.S.
      Bank National Association

    in
      presence of:

    


    /s/
      Janet K. McKee
Janet
      K.
      McKee

    


    /s/
      Lisa J. Gast
Lisa
      J.
      Gast


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    State
      Of
      Wisconsin               }

    }  ss.

    Brown
      County                        }

    


    Personally
      came
      before me this 13th  day of November, A.D. 2007,
      Diane L. Ford, to me known to be the Vice President and Corporate
      Controller, and Barth J. Wolf, 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
      Diane L. Ford and Barth J. Wolf 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  13th  day of
      November, A.D. 2007.

     

    


    /s/
      Kim M.
      Michiels

    Kim
      M.
      Michiels

    Notary
      Public,
      Brown County, Wisconsin

    My
      commission expires:  May 11, 2008

    (Notarial
      Seal)

    


    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    State
      Of
      Wisconsin               }

    }  ss.

    Brown
      County                        }

    


    Personally
      came
      before me this  13th  day of November, A.D. 2007,
      Peter M. Brennan, to me known to be a Vice President
      of the above-named U.S. Bank National Association, the corporation described
      in
      and which executed the foregoing instrument, and to me known to be the person
      who as such officer executed the foregoing instrument in the name and behalf
      of
      said corporation, and acknowledged the same, and that he signed and delivered
      said instrument in the name and behalf of said corporation by authority of
      its
      Board of Directors and said Peter M. Brennan then and there acknowledged
      said instrument to be the free act and deed of said corporation by him
      voluntarily executed.

     

    Given
      under my hand
      and notarial seal this  13th  day of November, A.D.
      2007.

     

    


    


    /s/
      Kim M.
      Michiels

    Kim
      M.
      Michiels

    Notary
      Public,
      Brown County, Wisconsin

    My
      commission expires:  May 11, 2008

    


    (Notarial
      Seal)

    


    


    


    


    This
      instrument was
      drafted by Attorney Larry J. Bonney of the law firm of Foley & Lardner LLP,
      Milwaukee, Wisconsin.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    The
      property
      referred to in Article II of the foregoing Supplemental Indenture from Wisconsin
      Public Service Corporation to U.S. Bank National Association (successor to
      Firstar Bank, National Association, successor to Firstar Trust Company, formerly
      known as First Wisconsin Trust Company), Trustee, dated as of November 1, 2007,
      is that herein specifically described and enumerated or referred to in this
      Schedule A.

     

    BROWN
      COUNTY

    


    Project
      0150006027

    


    Lot
      One (1), Vol.
      52 Certified Survey Maps, Page 181, Map No. 7622; said Map being part of the
      Northwest Quarter of the Northwest Quarter (NW 1⁄4 of the NW 1⁄4), Section
      Twenty-five (25), Township Twenty-three (23) North, Range Twenty-one (21) East,
      in the Town of Ledgeview, Brown County, Wisconsin.

     

    Tax
      Parcel
      Number:  D-93 (PART OF)

     

    Project
      0150007012

     

    Lot
      1, Volume 52
      Certified Survey Maps, page 324, Map No. 7670, said lot being a part of Lot
      104,
      Williams Grant, City of De Pere, West side of Fox River, Brown County,
      Wisconsin.

     

    Tax
      Parcel
      Number:  WD-L492-B-4

     

    Project
      0150007013

     

    A
      parcel of land being a part of Outlot One (1), Vol. 50 Certified Survey Maps,
      Page 23, Map No. 7327; said Map being located in the Southeast Quarter of the
      Southwest Quarter (SE 1⁄4 of the SW 1⁄4), Section Twenty-one (21), Township
      Twenty-two (22) North, Range Twenty-two (22) East, in the Village of Denmark,
      Brown County, Wisconsin, described as follows:

     

    Commencing
      at the
      Southwest corner of said Section 21, Township 22 North, Range 22 East; thence
      North 88 deg. 49 min. 05 sec. East, 1299.30 feet along the South line of the
      SW
1⁄4 of Section 21 to the Southwest corner of the SE 1⁄4 of the SW 1⁄4 of Section 21;
      thence North 00 deg. 21 min. 57 sec. West, 63.00 feet along the West line of
      the
      SE 1⁄4 of the SW 1⁄4 of Section 21 to the point of beginning; thence continuing
      North 00 deg. 21 min. 57 sec. West, 192.02 feet along the West line of the
      SE 1⁄4
of the SW 1⁄4 of Section 21; thence North 88 deg. 49 min. 05 sec. East, 139.17
      feet to the Northeast corner of land described in Document No. 2231636; thence
      South 01 deg. 10 min. 55 sec. East, 90.00 feet along the East line of Document
      No. 2231636 to the Southeast corner thereof; thence South 88 deg. 49 min. 05
      sec. West, 48.45 feet along the South line of Document No. 2231636 to the East
      line of land described in Volume 305 Records, Page 512; thence South 00 deg.
      21
      min. 57 sec. East, 132.01 feet along the East line of said Volume 305 Records,
      Page 512 to the Northerly right of way line of North Avenue Road; thence South
      88 deg. 49 min. 05 sec. West, 77.00 feet along said Northerly right of way
      line;
      thence North 00 deg. 21 min. 57 sec. West, 30.00 feet; thence South 88 deg.
      49
      min. 05 sec. West, 15.00 feet to the point of beginning.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Tax
      Parcel
      Number:  VD-ND438 (PART OF)

     

    CALUMET
      COUNTY

     

    Project
      0150007014

     

    Lot
      One (1) of
      Certified Survey Map No. 3024 recorded in the Office of the Register of Deeds
      for Calumet County on September 28, 2007 at 14:57 in Volume 25 of Certified
      Survey Map, Page 99 as Document No. 412900; being a part of the Southeast
      Quarter of the Southwest Quarter (SE 1/4 of SW 1/4), Section Fourteen (14),
      Township Eighteen (18) North, Range Nineteen (19), East, Town of Chilton,
      Calumet County, Wisconsin.

     

    Location
      ID:  Part of 4731

     

    Tax
      Parcel
      Number:  PART OF 008-0000-0000000-000-0-181914-00-340A

     

    MANITOWOC
      COUNTY

     

    Project
      0150006050

     

    Lot
      One (1), Block
      Four (4), according to the recorded Plat of Evergreen Addition, in the City
      of
      Two Rivers, Manitowoc County, Wisconsin.

     

    Tax
      Parcel
      Number:  53-116-004-010.01

     

    MARATHON
      COUNTY

    Project
      0150007018

     

    Lot
      Two (2), Vol.
      62 Certified Survey Maps, Page 157, as Doc. No. 1431494, Map No. 14150; said
      map
      being part of Government Lot One (1), Section Twenty-four (24), Township
      Twenty-nine (29) North, Range Seven (7) East, in the City of Wausau, Marathon
      County, Wisconsin. Together with a 20 foot cross easement for ingress and egress
      as delineated on Vol. 62 Certified Survey Maps, Page 157, as Doc. No. 1431494,
      Map No. 14150.

     

    Tax
      Parcel Number:
      59 242907 OGL 001 36 00     PIN 291 2907 243
      0955

     

    SHEBOYGAN
      COUNTY

     

    Project
      0150006048

     

    An
      undivided 13.4% interest in and to the following property located in Sheboygan
      County, Wisconsin:

     

    All
      that part of
      the NW 1/4, SE 1/4, Section 8, lying West of the West right-of-way line of
      the
      Chicago & Northwestern Railroad, and all that part of the North 15 acres of
      the Southwest 1/4, Southeast 1/4 of said Section, lying West of the West
      right-of-way line of the Chicago and Northwestern Railroad, Section 8, Town
      14
      North, Range 23 East, Sheboygan County, Wisconsin.

     

    AND

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    The
      South one half
      (S1/2) of the South one half (S1/2) of the North one half (N1/2) of the
      Southwest Quarter (SW1/4) and the South one half (S1/2) of the Southwest Quarter
      (SW1/4) excepting that part of the South one half (S1/2)  of the
      Southwest Quarter (SW1/4) lying East of the East line of the right-of way of
      the
      Chicago & North Western Railway Company, as it is now maintained, which
      piece or parcel of land is triangular in form, bounded on the South the by
      South
      Section line, on the East by the North and South Quarter line, and on the
      Northwest by the East line of the right-of-way of the Chicago & North
      Western Railway Company, as it is now maintained, which exception of land
      contains about 2.58 acres, all of the foregoing being in Section eight (8),
      Township Fourteen (14) North, Range Twenty Three East, also excepted form the
      above is a right-of-way ninety nine (99) feet in width of the Chicago &
North Western Railway Company.

     

    Tax
      Parcel
      Numbers: 59030454220

    59030454210

    59030454140

    59030454260

     

    Project
      0150007011

     

    Lot
      1, Vol. 23
      Certified Survey Maps, Page 105, as Doc. No. 1831582; said map being part of
      the
      Northeast Quarter of the Southeast Quarter (NE 1/4 of the SE 1/4) of Section
      Twenty-four (24), Township Fifteen (15) North, Range Twenty-two (22) East,
      Town
      of Sheboygan Falls, Sheboygan County, Wisconsin.

    


    Tax
      Parcel Number:
      59026387340 (PART OF)

     

    Project
      0150007010

     

    Lot
      1, Vol. 23
      Certified Survey Maps, Page 108 as Doc. No. 1831583; said map being a part
      of
      the Southeast Quarter of the Southwest Quarter (SE 1/4 of the SW 1/4) of Section
      Twenty (20), Township Fifteen (15) North, Range Twenty-two (22) East, Town
      of
      Sheboygan Falls, Sheboygan County, Wisconsin.

    


    Tax
      Parcel Number:
      PART OF 59026386220

    


    MENOMINEE
      COUNTY, MICHIGAN

    


    Project
      0150006043

    


    PARCEL
      I

    


    Lot
      One (1) of
      Certified Survey No. 672, being a part of the Northeast Quarter of the Northeast
      Quarter (NE 1/4 - NE 1/4) of Section Twenty-seven (27), Township Thirty-two
      (32)
      North, Range Twenty-seven (27) West, in the City of Menominee, Menominee County,
      Michigan.

    


    PARCEL
      II

    


    A
      parcel of land being a part of the Northeast Quarter of the Northeast Quarter
      (NE 1⁄4 of

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

       

    

    the
      NE 1⁄4) of
      Section Twenty-seven (27), Township Thirty-two (32) North, Range
      Twenty-seven (27) West, in the City of Menominee, Menominee County,
      Michigan, described as follows:

    


    Commencing
      at the
      Northeast corner of said Section 27, Township 32 North, Range 27 West; thence
      North 87 deg. 20 min. 31 sec. West, 437.00 feet along the North line of the
      NE 1⁄4
of the NE 1⁄4  of
      Section 27; thence South 02 deg. 04 min. 07 sec. West, 60.00 feet to the
      Southerly right of way line of 48th Avenue, also being the Northeast corner
      of
      Lot 1, Certified Survey #672; thence continuing South 02 deg. 04 min. 07 sec.
      West, 250.00 feet along the East line of said Lot 1 to the Southeast corner
      of
      said Lot 1, the POINT OF BEGINNING; thence North 87 deg. 20 min. 31 sec. West,
      461.19 feet along the South line of said Lot 1 and the South line of land
      described in Liber 228, Page 580 to the Southwest corner of said Liber 228,
      Page 580, also being the Easterly right of way line of the former Chicago &
Northwestern Railroad right of way; thence South 02 deg. 43 min. 07 sec.
      West, 100.00 feet along said Easterly right of way; thence South 87 deg. 20
      min.
      31 sec. East, 462.32 feet along the South line of land described in Liber 317,
      Page 17; thence North 02 deg. 04 min. 07 sec. East, 100.00 feet to the Point
      of
      Beginning.

    


    Tax
      Parcel
      Numbers:  55-051-039-490-10 &
55-051-039-500-00

    



    
      
              

        
        

      

      
        A-4