Exhibit 4D




THIRTY-FOURTH

 

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 AUGUST 1, 2001 

______________

 

SUPPLEMENTAL

To

First Mortgage and Deed of Trust

Dated as of January 1, 1941

 


WISCONSIN PUBLIC SERVICE CORPORATION

THIRTY-FOURTH SUPPLEMENTAL INDENTURE

Dated as of August 1, 2001

TABLE OF CONTENTS

____________



		
      PAGE

	Parties	
      1

	Recitals	1
	Form of Bond of Collateral Series B	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 $150,000,000	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 	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
			
	
      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	13
			
	
      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 	13
	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	14
	Sec. 4.06	 Supplemental Indenture effective on execution and
            delivery 	14
	Sec. 4.07	 Names and addresses of debtor and secured party 	14



  
    
      
        
          
          

        

      

    

  




        Thirty-Fourth Supplemental Indenture, made as of the 1st day of
August, 2001, 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 Cincinnati in the State of
Ohio, 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 B 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, 61⁄8%
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, 71⁄8%
Series Due July 1, 2023" First Mortgage Bonds Due
February 1, 2013 and "First Mortgage Bonds Collateral
Series A"; and

        Whereas, the Company has agreed to issue $150,000,000 in aggregate principal
amount of Senior Notes 61⁄8% Series Due August 1, 2011 (the "Related Securities") pursuant to an Indenture, dated as of
December 1, 1998, between the Company and Firstar Bank, National
Association, 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 B", in an
aggregate principal amount of not more than $150,000,000, 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 B)

Wisconsin Public Service Corporation

 

(Incorporated under the laws of the State of Wisconsin)

First Mortgage Bond, Collateral Series B

No._____________                                                                                                    
$150,000,000

THE FIRST MORTGAGE BONDS, COLLATERAL SERIES B (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 AUGUST 1, 2011 (AS SO SUPPLEMENTED, THE "SENIOR
INDENTURE"). THE COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR
THE BENEFIT OF THE HOLDERS OF $150,000,000 AGGREGATE PRINCIPAL AMOUNT OF SENIOR
NOTES, 61⁄8% SERIES DUE AUGUST 1, 2011 (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 the Related Securities, or registered
assigns (in such capacity, the "Senior Trustee"), at the Corporate
Trust Office of Firstar Bank, National Association, in Cincinnati, Ohio, on the
1st day of August, 2011, the sum of ONE HUNDRED AND FIFTY MILLION DOLLARS
($150,000,000) in lawful money of the United States of America, and to pay
interest thereon from the date hereof at the rate of six and one-eighth per cent
(61⁄8%) per annum, in like money, until the principal hereof becomes due and
payable, said interest being payable on the 1st day of February and on the 1st day
of August in each year commencing February 1, 2002. The principal and
interest so payable on any February 1 or August 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: August 15, 2001

 


  
    
      
        
                          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
August 1, 2001, 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 two-tenths of one percent (.20%), 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 Cincinnati, Ohio, 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: August 1, 2011

 

	
      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 B, 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 B (herein sometimes referred to as the
bonds of Collateral Series B), each of which shall bear the descriptive
title "First Mortgage Bond, Collateral Series B". 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
August 1, 2011, 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 six and one-eighth percent (61⁄8%) per annum, payable
semiannually on February 1 and August 1 of each year commencing
February 1, 2002. Bonds of said series issued prior to
February 1, 2002 shall be dated as of August 1, 2001 and bonds of said
series issued on and after February 1, 2002 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 B which may at any time be certified, issued and outstanding shall
be limited to $150,000,000, 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 B 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 two-tenths of
one percent (.20%), 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 B 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 B. "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 B
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 B which are to be redeemed if only a part
thereof are to be redeemed, and payments in redemption of bonds of Collateral
Series B 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 B 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 B for redemption, shall promptly notify the Company,
and the Company, when selecting bonds of Collateral Series B 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 B, 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 B 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 B, 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 B 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 B 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 B 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 B 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 B, 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 B 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 B 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 B 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 B 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 B 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 B, 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 B 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, Sixth Floor, 425
Walnut Street, Cincinnati, Ohio 45202.

        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 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
August 2001.


  
    
      
        
                          Wisconsin Public Service Corporation, 

                          
                          /s/ Ralph G.
                          Baeten                         


                          Ralph G. Baeten

                          Senior Vice President-Finance and Treasurer

          

        

      

    

  

(SEAL)

Attest: 


/s/ Barth J.
Wolf                              

Barth J. Wolf

Secretary and Manager-Legal Services

Executed by Wisconsin Public Service

Corporation, in presence of:


/s/ Michael R.
Zwiers                      

Michael R. Zwiers


/s/ Christine G.
Wiesner                  

Christine G. Wiesner


  
    
      
        
                          Firstar Bank, National Association,

                          As Trustee,

                          By: /s/ Robert T.
                          Jones                                

                          Robert T. Jones

 Vice President and Senior Trust Officer

        

      

    

  




(SEAL)  

Attest:

 /s/ Bill Sicking
                   


William E. Sicking

Senior Trust Officer

Executed by Firstar Bank, National Association

in presence of:


/s/ Jennifer O'Neal-Douga

Jennifer O'Neal-Douga


/s/ Staci Carver

Staci Carver

State Of Wisconsin    }

                                
} ss.

Brown County           }

         Personally came before me this 15th day of August, A.D. 2001, Ralph G.
Baeten, to me known to be the Senior Vice President-Finance and Treasurer, 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 Ralph G. Baeten 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 15th day of August, A.D.
2001.

 


  
    
      
                          
                          /s/ Mark Van De Laarschot

                          Mark Van De Laarschot

                          Notary Public, Brown County, Wisconsin

                          My commission expires: September 14, 2003

        

      

    

  


(Notarial Seal)

 

 

State Of Ohio     }

                         
} ss.

Hamilton County }

    Personally came before me this 14th day of August, A.D. 2001,
Robert T. Jones, to me known to be a Vice President and Senior Trust Officer,
and William E. Sicking, to me known to be a Senior Trust Officer 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 Robert T. Jones and
William E. Sicking 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 14th day of
August, A.D. 2001.

 


  
    
      
                          
                          /s/ Staci Carver

                          Staci Culver Carver

                          Notary Public, Hamilton County, Ohio

                          My commission expires:   October 26,
                          2002   

        

      

    

  


(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 August 1, 2001 is that herein
specifically described and enumerated or referred to in this Schedule A.


Part I - PROPERTY LOCATED IN WISCONSIN

BROWN COUNTY

Work Order 0150097015


    Lot Ten (10), Block Twenty-six (26), according to the recorded Plat of
Eastman's Addition, in the City of Green Bay, East side of Fox River, Brown
County, Wisconsin.


Project ID 0150096000


    Lot One (1) of Volume 38 Certified Survey Maps, Page 52, said map being a
part of Lots Forty-one (41), Forty-two (42) and Fifty (50), according to the
recorded Plat of Lawton Farms, in the Village of Ashwaubenon, Brown County,
Wisconsin, and vacated streets as described in Vol. 639 Records, Page 561.


Project ID 0150099002


    Lot One (1) of Vol. 40 Certified Survey Maps, page 96; said Map being part of
the Southwest Quarter of the Southwest Quarter (SW 1/4 of the SW 1/4), Section
Three (3), Township Twenty-two (22) North, Range Twenty (20) East, in the Town
of Rockland, Brown County, Wisconsin.


Project ID 0150099016


    Lot Nine (9), Block Twenty-six (26), according to the recorded Plat of
Eastman's Addition, in the City of Green Bay, East side of Fox River, Brown
County, Wisconsin.


Project ID 0150000797


    Lots Seventy-eight (78), Eighty (80), Eighty-two (82) and Eighty-four (84),
all in Block Twenty-three (23), according to the recorded Plat of De Pere
Company's Addition, in the City of De Pere, West side of Fox River, Brown
County, Wisconsin.


Project ID 0150000792


    Outlot (1) of Vol. 41 Certified Survey Maps, Page 75, Map No. 6185, said Map
being a part of Government Lot Three (3), Section Thirteen (13), Township
Twenty-two (22) North, Range Nineteen (19) East, in the Town of Lawrence, Brown
County, Wisconsin.


Project ID 0150000805


    Lot One (1) of Vol. 41 Certified Survey Maps, page 253, Map No. 6253; said
Map being part of the Northwest Quarter of the Northwest Quarter (NW 1/4 of the
NW 1/4), Section Twelve (12), Township Twenty-four (24) North, Range Nineteen
(19) East, in the Village of Howard, Brown County, Wisconsin.

 


CALUMET COUNTY

Project ID 0150099003


    Lot One (1) of Certified Survey Map No. 2316 as recorded in the Office of the
Register of Deeds for Calumet County on October 20, 2000 at 2:00 PM in Volume 17
of Certified Survey Maps, Page 166 as Document No. 308323; being a part of the
Southwest Quarter of the Southwest Quarter (SW 1/4 of the SW 1/4), Section Eight
(8), Township Eighteen (18) North, Range Twenty (20) East, Town of Charlestown,
Calumet County, Wisconsin.

 


KEWAUNEE COUNTY

WO 0150097012


    Lot One (1) of Vol. 3 Certified Survey Maps, Page 250, said map being a part
of the West Half of the Northwest Quarter (W 1/2 of NW 1/4), Section Thirty-three
(33), Township Twenty-four (24) North, Range Twenty-three (23) East, in the Town
of Luxemburg, Kewaunee County, Wisconsin.


MANITOWOC COUNTY

Custer Street Regulator Station


PARCEL XV

        Beginning at the Southeast corner (SE) of the Northeast Quarter (NE 1/4) of
Section Twenty-Five (25), Township Nineteen (19) North, Range Twenty-Three (23)
East in the City of Manitowoc, Manitowoc County, Wisconsin; thence West 208.1
feet along the quarter (1/4) section line; thence North, parallel to the range line
33 feet to the North street line of Custer Street and the point of beginning of
this description; thence North 150 feet; thence West parallel to the North
street line of Custer Street, 35 feet; thence South 150 feet to the North street
line of Custer Street; thence East along said street line, 35 feet to the point
of beginning, all in the City of Manitowoc, Manitowoc County, Wisconsin.

AND;

    Beginning at the Southeast corner of the Northeast quarter (NE 1/4) of Section
Twenty-five (25), Township Nineteen (19) North, Range Twenty-three (23) East, in
the City of Manitowoc, Manitowoc County, Wisconsin; thence West a distance of
203.1 feet along the quarter section line; thence North and parallel to the
range line a distance of 33 feet to the North right-of-way line of Custer Street
and the point of real beginning; thence North a distance of 150 feet; thence
West and parallel with the North right-of-way of Custer Street a distance of 5
feet; thence South a distance of 150 feet to the North right-of-way line of
Custer Street; thence East along said right-of-way line distance of 5 feet back
to the point of real beginning.


Manitowoc Operations Building


PARCEL I

    The South half (S 1/2) of Lot Five (5), except the West 35 feet and the North
half (N 1/2) of Lot Five (5) and the South 16 inches of Lot Four (4), all in
Block One Hundred Twenty (120), according to the recorded Original Plat of the
City of Manitowoc, Manitowoc County, Wisconsin.

PARCEL II

    The East 150 feet of the North half (N 1/2) of Lot Six (6), Block One Hundred
Twenty (120), according to the recorded Original Plat of the City of Manitowoc,
Manitowoc County, Wisconsin.

PARCEL III

    The East 90 feet of the South half (S 1/2) of Lot Six (6), the East 90 feet of
Lot Seven (7), all of Lot Eight (8) and the East half (E 1/2) of Lot Nine (9),
all in Block One Hundred Twenty (120), according to the recorded Original Plat
of the City of Manitowoc, Manitowoc County, Wisconsin.

PARCEL IV

    The West sixty (60) feet of the East One Hundred Fifty (150) feet of Lot
Seven (7) in Block One Hundred Twenty (120), according to the recorded Original
Plat of the City of Manitowoc, Manitowoc County, Wisconsin.

PARCEL V

    The West half (W 1/2) of Lot Nine (9), Block One Hundred Twenty (120),
according to the recorded Original Plat of the City of Manitowoc, Manitowoc
County, Wisconsin.

PARCEL VI

    The East half (E 1/2) of Lot Ten (10), Block One Hundred Twenty (120),
according to the recorded Original Plat of the City of Manitowoc, Manitowoc
County, Wisconsin.

PARCEL VII

    The West half (W 1/2) of Lot Ten (10) and all of Lot Eleven (11), Block One
Hundred Twenty (120), according to the recorded Original Plat of the City of
Manitowoc, Manitowoc County, Wisconsin.

PARCEL VIII

    Lot Twelve (12), Block One Hundred Twenty (120), according to the recorded
Original Plat of the City of Manitowoc, Manitowoc County, Wisconsin.


Manitowoc Storage Facility


PARCEL XIII

    The North 20 feet of the West 34 feet of Lot Two (2) and the North 20 feet of
the East 15 feet of Lot Three (3); ALL IN Block One Hundred Fifty-three (153),
according to the recorded Original Plat of the City of Manitowoc, Manitowoc
County, Wisconsin.

PARCEL XIV

    Lot Six (6), Block One Hundred Fifty-three (153), according to the recorded
Original Plat of the City of Manitowoc, Manitowoc County, Wisconsin.


Peak Street Shaving Plant


PARCEL IX, X, XI, XII

    Lots Ten (10), Eleven (11), Twelve (12), Thirteen (13), Fourteen (14),
Fifteen (15), Sixteen (16) and the North half (N 1/2) of Lots Seventeen (17) and
Eighteen (18), all in Block Two Hundred Three (203), according to the recorded
Original Plat of the City of Manitowoc, Manitowoc County, Wisconsin.

AND;

    The South half (S 1/2) of Lot Six (6), all of Lots Seven (7), Ten (10), Eleven
(11), Fourteen (14) and Fifteen (15), Block Two Hundred Two (202), and all of
Lots Five (5), Eight (8) and Nine (9), Block Two Hundred Three (203), according
to the recorded Original Plat of the City of Manitowoc, Manitowoc County,
Wisconsin.

AND;

    A part of the North half (N 1/2) of Lot Eighteen (18), Block Two Hundred Two
(202), according to the recorded Original Plat of the City of Manitowoc,
Manitowoc County, Wisconsin, described as follows:

        Commencing at the Northeast corner thereof and thence Westerly along the
North boundary of said lot to the Northwest corner thereof; thence Southerly
along the Westerly boundary of said Lot 18 to a point distant 30 feet Northerly,
measured at right angles, from the center line of the main tract of the Chicago
and North Western Transportation Company, as said main tract is now located;
thence Easterly parallel with said main tract center line to the Easterly
boundary of said Lot 18; thence Northerly along the Easterly boundary of said
Lot 18 to the point of beginning.

AND;

    Commencing at the Southeast corner of the North half (N 1/2) of Lot 18, Block
202; thence Northerly along the Westerly edge of vacated 22nd Street
to the Northeast corner of the South one-half (S 1/2) of Lot 6 of said Block 202;
thence Easterly along the Easterly extension of the North boundary line of the
said South half (S 1/2) of said Lot 6 to the center of said vacated 22nd
Street; thence North to the Westerly extension of the North boundary line of Lot
5 of Block 203; thence Easterly along said Westerly extension to the Northwest
corner of said Lot 5, Block 203; thence Southerly along the Easterly edge of
vacated 22nd Street to the Southwest corner of the North one-half (N
1/2) of Lot 17, Block 203; thence Westerly along the Westerly extension of the
South boundary line of the North half (N 1/2) of Lot 17, Block 203 to the place
of commencement, all in the City of Manitowoc, Manitowoc County, Wisconsin,
according to the recorded Original Plat thereof.

AND;

    The vacated portion of South 22>nd Street lying between Blocks 202
and 203 from the South line of Clark Street to the South line of the Chicago and
Northwestern Railroad Company Right-of-Way.

EXCEPTING THEREFROM the following described property:

    A parcel of land located in the Southeast quarter of the Northwest quarter
(SE 1/4 of NW 1/4), Section Thirty (30), Township Nineteen (19) North, Range
Twenty-four (24) East, in the City of Manitowoc, Manitowoc County, Wisconsin,
also being part of Lots 11, 14, 15 and 18, Block 203 of the Original Plat of the
City of Manitowoc and being more particularly described as follows:

        Commencing at the Southeast corner of said Block 203; thence North along the
East line of said Block 203, also being the West right-of-way line of South 21st
Street, a distance of 125 feet to the true point of beginning; thence continuing
North along said West right-of-way line, a distance of 185.00 feet; thence South
05 degrees 21 minutes 11 seconds West a distance of 150.05 feet; thence South a distance of 35.62
feet; thence East a distance of 14.00 feet to the true point of beginning,

 


MARATHON COUNTY

Project ID 0150099017


    Lot One (1) of Certified Survey Map No. 9365 recorded in the office of the
Register of Deeds for Marathon County, Wisconsin, in Volume 37 of Certified
Survey Maps on Page 188; being a part of the North one-half (N 1/2) of the
Southwest quarter (SW 1/4) of Section Thirty-two (32), Township Twenty-nine (29)
North, Range Seven (7) East, in the Town of Stettin (now City of Wausau),
Marathon County, Wisconsin.


Project ID 0150099024


    Lot Two (2), of Certified Survey Map No. 11012 recorded in the Office of the
Register of Deeds for Marathon County, Wisconsin on November 9, 1999 in Volume
46 of Certified Survey Maps on Page 64, as Document No. 1190698; being a part of
the Southwest Quarter (SW 1/4) of the Fractional Section Six (6), Township
Twenty-eight (28) North, Range Four (4) East, in the Town of Wien, Marathon
County, Wisconsin.

 Wausau Office Site


    Lot Eleven (11); and the North 120 feet of Lot Twelve (12); and the South
seven (7) feet of the East four (4) feet of the North one hundred twenty-seven
(127) feet of Lot Twelve (12), all in Single's Addition to the City of Wausau,
Marathon County, Wisconsin.

 730 Forest Street - Wausau Plant Site


    The East one-half (E 1/2) of Lots one (1) and Twelve (12), all of Lots Two
(2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten
(10) and Eleven (11), all in Block Seven (7) of A. Warren Jr.'s Second Addition
to Wausau, Marathon County, Wisconsin; together with the vacated alley lying adjacent to above
Lots; excepting that part thereof described as follows: Beginning at the
Southwest corner of the East one-half (E 1/2) of Lot 12 and running thence North,
112 feet; thence Easterly, 120 feet to a point 110.6 feet North of the Southeast
corner of the West one-half (W 1/2) of Lot 10; thence South, to the Southeast
corner of the said West one-half (W 1/2) of Lot 10; and thence West, along the
South line of Lots 10, 11 and 12, 120 feet to the place of beginning.

 Callon Regulating Station Site


    That part of the Southeast quarter (SE 1/4) of the Southwest quarter (SW 1/4)
of Section Twenty-three (23), Township Twenty-eight (28) North, Range Eight (8)
East, in the Village of Weston, Marathon County, Wisconsin, described as
follows:

    Beginning at a point on the West right of way line of Zinser Road which is
622 feet North of the center line of Weston Avenue; thence West, 60 feet; thence
North, 60 feet, thence East, 60 feet to the right of way line of Zinser
Road; and thence South, 60 feet to the point of beginning.

 Edgar Regulating Station Site


    The North ninety-three (93) feet of the West sixty (60) feet of the East
one-half (E 1/2) of the Northeast quarter (NE 1/4) of the Northwest quarter (NW
1/4), Section Twelve (12), Township Twenty-eight (28) North, Range Four (4) East;
excepting the North two (2) rods thereof conveyed for highway purposes, in the
Town of Wien, Marathon County, Wisconsin.


Eland Regulating Station Site


    The South ninety-three (93) feet of the East sixty (60) feet of the Southwest
quarter (SW 1/4) of the Southeast quarter (SE 1/4) of Section Thirty-six
(36), Township Twenty-eight (28) North, Range Ten (10) East, in the Town of
Norrie, Marathon County, Wisconsin.


Hatley Regulating Station Site


    Lot five (5) of Assessor's Plat Number 1, in the Town of Norrie, Marathon
County, Wisconsin.


Pipe and Equipment Storage, Wausau Plant


    Land described in Certified Survey Map No. 461 recorded in the office of the
Register of Deeds for Marathon County, Wisconsin, in Volume 2 of Certified
Survey Maps on page 211; being Lots nine (9) and ten (10) in Block one (1) of
Dunbar and Brown's Central Addition to the City of Wausau, Marathon County,
Wisconsin; together with that part of vacated St. Paul Street lying East of and
contiguous to Certified Survey Map No. 461 recorded in said Register's office in
Volume 2 of Certified Survey Maps on page 211; subject to easements of record.


Propane-Air Peak Shaving Site


    Land described in Certified Survey Map No. 959 recorded in the office of the
Register of Deeds for Marathon County, Wisconsin, in Volume 4 of Certified
Survey Maps on page 149; being a part of the Southeast quarter (SE 1/4) of the
Northeast quarter (NE 1/4) of Section thirty-one (31), Township twenty-nine (29)
North, Range eight (8) East, in the Town of Wausau, Marathon County, Wisconsin;
subject to easements of record.


Ringle Regulating Station Site


    That part of the Northeast Quarter (NE 1/4) of the Northwest Quarter (NW 1/4)
of Section Twenty-eight (28), Township Twenty-eight (28) North, Range Nine (9)
East, in the Town of Ringle, Marathon County, Wisconsin, described as follows:

    Beginning at a point on the South right of way line of
S.T.H. "29",
which is 1160 feet East of the right of way post of the South right of way line
of S.T.H. "29" at the intersection of the East right of way line of C.T.H. "Q"; thence South 75 feet; thence East 60 feet; thence North 75
feet to the South right of way line of S.T.H. "29"; and thence West 60
feet along the South right of way line of S.T.H. "29" to the point of
beginning, subject to easements of record.

 MARINETTE COUNTY

Project ID 0150098029


PARCEL I


    The Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4) of
Section Ten (10); Township Thirty (30) North, Range Twenty-three (23) East, Town
of Peshtigo, Marinette County, Wisconsin.

 Exception #1

    That part of the Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4)
of Section Ten (10), Township Thirty (30) North, of Range Twenty-three (23)
East, described as follows: Beginning at a point on the south line of said
forty, 189 feet West of the Southeast corner thereof, thence, North, parallel to
the East line of said forty, 185 feet; thence Westerly, parallel to the South
line of said forty, 160 feet; thence South, parallel to the East line of said
forty, to the South line thereof, a distance of 185 feet; thence East 160 feet
to the place of beginning.

    A strip of land in the above forty two (2) rods wide, beginning at the
Southeast corner of said forty and running West 349 feet for highway purposes.

Exception #2

    That part of the Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4)
of Section Ten (10), Township Thirty (30) North, of Range Twenty-three (23) East
described as follows: Beginning at the Southeast corner of said forty; thence
Westerly along the Southerly line thereof, 189 feet; thence North, parallel to
the Easterly line of said forty, 185 feet; thence Easterly, parallel to the
South line of said forty, 189 feet; thence South, along the Easterly line of
said forty, 185 feet to the point of beginning;

ALSO EXCEPTING any part thereof that lies within Cleveland Avenue.

PARCEL II

    That part of the Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4)
of Section Ten (10), Township Thirty (30) North, of Range Twenty-three (23)
East, described as follows: Beginning at a point on the south line of said
forty, 189 feet West of the Southeast corner thereof, thence North, parallel to
the East line of said forty, 185 feet; thence Westerly, parallel to the South
line of said forty, 160 feet; thence South, parallel to the East line of said
forty, to the South line thereof, a distance of 185 feet; thence East 160 feet
to the place of beginning.

AND

    That part of the Southeast Quarter of the Northwest Quarter (SE 1/4 of NW 1/4)
of Section Ten (10), Township Thirty (30) North, of Range Twenty-three (23)
East, described as follows: Beginning at the Southeast corner of said forty;
thence Westerly along the Southerly line thereof, 189 feet; thence North,
parallel to the Easterly line of said forty, 185 feet; thence Easterly, parallel
to the South line of said forty, 189 feet; thence South, along the Easterly line
of said forty, 185 feet to the point of beginning;

    EXCEPTING THEREFROM A strip of land in the above forty Two (2) rods wide,
beginning at the Southeast corner of said forty and running West 349 feet for
highway purposes and FURTHER EXCEPTING any part thereof that lies within
Cleveland Avenue.

 ONEIDA COUNTY



Project ID 0150001939


    A parcel of land in Government Lot Three (3), Section Twelve (12), Township
Thirty-six (36) North, Range Eight (8) East, in the Town of Crescent, Oneida
County, Wisconsin, described as follows:

    Commencing at the West quarter corner of the aforesaid Section 12, said
corner being an iron pipe secured by a birch 7 inch bearing South 12 deg. East,
27.1 feet an Elm 14 inch bearing South 66 deg. East, 18.1 feet; thence North on
the Section line and center line (for the greater part) of County Trunk Highway "K" a distance of 840.6 feet; thence East at right angle 33.0 feet to
an iron pipe on the East boundary of said Highway "K" which is the
place of beginning of the parcel being conveyed; thence North at right angle and
parallel the aforesaid Section line 100 feet to an iron pipe; thence East at
right angle 176 feet to an iron pipe; thence Southwesterly at an included angle
of 52 deg. 45 min. a distance of 125.5 feet to an iron pipe; thence West
parallel to the North line of this parcel and (100 feet distant therefrom) a
distance of 100 feet to the iron pipe which is the place of beginning.


PORTAGE COUNTY




Project ID 0150000789


    Part of Lot Three (3), of Certified Survey Map No. 1195, Vol. 4, Page 253;
said Map being part of the Southeast Quarter of the Southeast Quarter (SE 1/4 of
the SE 1/4), of Section Twenty-one (21), Township Twenty-four (24) North, Range
Eight (8) East, in the City of Stevens Point, Portage County, Wisconsin,
described as follows:

    Commencing at the Southeast corner of said section 21; thence North 0 deg. 11
min. 00 sec. West along the East line of the Southeast Quarter (SE 1/4) of
Section 21 a distance of 1265.00 feet; thence South 88 deg. 33 min. 40 sec.
West, 33.01 feet to the Point of Beginning on the West line of North Wilshire
Drive; thence continuing South 88 deg. 33 min. 40 sec. West, 125.03 feet; thence
South 0 deg. 11 min. 00 sec. East, 65.02 feet; thence South 88 deg. 33 min. 40
sec. West, 14.50 feet; thence North 0 deg. 08 min. 45 sec. West, 89.86 feet;
thence North 40 deg. 45 min. 14 sec. East, 115.78; thence South 54 deg. 22 min.
46 sec. East, 78.42 feet; thence South 0 deg. 11 min. 00 sec. East, 63.36 feet,
returning to the point of beginning.

Being subject to easements and restrictions of record. This parcel contains
11612.94 square feet or .27 acres more or less.


SHEBOYGAN COUNTY


An undivided 13.1% of:

    That part of Government Lot 1 of Fractional Section 2, Town 14 North, Range
23 East, City of Sheboygan, Sheboygan County, Wisconsin, lying 5 feet each side
of the following described railroad centerline.

    Commencing at the north quarter corner of said Fractional Section 2; thence
South 00 degrees 12 minutes 14 seconds East (Wisconsin South Zone Grid Bearing)
along the North-South quarter line, 697.35 feet; thence North 89 degrees 47
minutes 46 seconds East, 307.10 feet to the said railroad centerline and the
point of beginning; thence South 14 degrees 17 minutes 21 seconds East, 85.91
feet; thence 275.33 feet along the arc of the curved railroad centerline, said
curved railroad centerline being concave westerly, subtended by a radius of
980.45 feet and a chord bearing South 06 degrees 14 minutes 39 seconds East,
274.43 feet; thence South 01 degrees 48 minutes 03 seconds West, 60.08 feet;
thence 453.60 feet along the arc of the curved railroad centerline, said curved
railroad being concave easterly, subtended by a radius of 830.20 feet and a
chord bearing South 13 degrees 51 minutes 06 seconds East, 447.9 feet; thence
South 29 degrees 30 minutes 16 seconds East, 102.27 feet; thence 70.32 feet
along the arc of the curved railroad centerline, said curved railroad centerline
being concave northeasterly, subtended by a radius of 1039.72 feet and a chord
bearing South 31 degrees 26 minutes 31 seconds East 70.31 feet; thence South 33
degrees 22 minutes 46 seconds East, 81.60 feet and there terminating.

AND

    That part of Government Lot 2 of Fractional Section 2, Town 14 North, Range
23 East, Town of Wilson, Sheboygan County, Wisconsin, lying 5 feet each side of
the following described railroad centerline.

    Commencing at the north quarter corner of said Fractional Section 2; thence
South 00 degrees 12 minutes 14 seconds East (Wisconsin South Zone Grid Bearing)
along the North-South quarter line, 2244.27 feet; thence North 89 degrees 47
minutes 46 seconds East, 904.03 feet to the said railroad centerline and the
point of beginning; thence 96.45 feet along the arc of the curved railroad
centerline, said curved railroad centerline being concave northeasterly,
subtended by a radius of 718.19 feet and a chord bearing South 37 degrees 55
minutes 59 seconds East, 96.38 feet; thence South 41 degrees 46 minutes 48
seconds East 204.36 feet; thence 99.70 feet along the arc of the curved railroad centerline, said curved railroad being concave northeasterly,
subtended by a radius of 4247.46 feet and a chord bearing South 42 degrees 27
minutes 08 seconds East, 99.70 feet; thence South 43 degrees 07 minutes 29
seconds East, 358.43 feet and there terminating.

AND

An undivided 0.5% of:

    Part of Government Lots 1 and 2 of Section 2, Town 14 North, Range 23 East,
City of Sheboygan and Town of Wilson, Sheboygan County, Wisconsin, described by:

    Commencing at the North Quarter corner of said Section 2; thence South 1
degree 22.7 minutes West (true bearing) 1404.34 feet along the North-South
Quarter line of Section 2 to its intersection with the centerline of Black River
Road; thence South 41 degrees 41.0 minutes East 837.8 feet along the centerline
of Black River Road, now vacated; thence North 89 degrees 39.3 minutes East
163.20 feet to the southwesterly wall of the Edgewater Generating Station Unit 5
car thawing shed and the point of beginning; thence North 31 degrees 50.9
minutes West 283.59 feet along said Southwest wall; thence North 58 degrees 09.1
minutes East 42.71 feet along the Northwesterly end of said car thawing shed end
line extended to a retaining wall; thence South 31 degrees 50.9 minutes East
32.21 feet along said retaining wall; thence South 58 degrees 24.9 minutes East
22.36 feet along said retaining wall; thence South 31 degrees 50.9 minutes East
273.00 feet along said retaining wall; thence South 78 degrees 35.1 minutes East
46.69 feet along said retaining wall; thence South 31 degrees 50.9 minutes East
235.34 feet along said retaining wall extended to a point 25.00 feet
Northeasterly of, measured at right angles to the centerline of the conveyor
from the car hopper to the sampling house; thence South 45 degrees 14.2 minutes
East 235.45 feet parallel to said conveyor centerline to the Northerly margin of
a road; thence North 61 degrees 27.5 minutes East 13.46 feet along said
northerly margin; thence South 45 degrees 29.6 minutes East 78.32 feet parallel
with and 10 feet northeasterly of the northeasterly building line of the said
sampling house; thence South 43 degrees 51.9 minutes West 39.49 feet parallel
with and 10 feet southeasterly of the southeasterly building line of the said
sampling house; thence South 45 degrees 29.6 minutes East 18.47 feet; thence
South 43 degrees 51.9 minutes West 53.55 feet; thence North 43 degrees 20
minutes West 515.49 feet to the southwest corner of the car hopper; thence North
31 degrees 50.9 minutes West 64.08 feet along the southwesterly wall of the car
hopper; thence North 58 degrees 09.1 minutes East 14.33 feet along the
northwesterly wall of the car hopper to the southwesterly wall of the thawing
shed; thence North 31 degrees 50.9 minutes West 86.58 feet along last said wall
to the point of beginning.


PART II - PROPERTY LOCATED IN MICHIGAN


None