third.htm


    Exhibit 4.1

    
 

    
      Execution
Copy

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    Third
Supplemental Indenture

     

    from

     

    Integrys
Energy Group, Inc.

    (f/k/a WPS
Resources Corporation)

     

    to

     

    U.S.
Bank National Association

     

    Trustee

     

    Dated
as of June 1, 2009

     

    Supplemental
to

     

    Indenture
Dated as of October 1, 1999

     

    7.27%
Senior Notes Due June 1, 2014

    


    


    
      
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    This Third
Supplemental Indenture is made as of the 1st day of June, 2009 by and between
Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation), a corporation
duly organized and existing under the laws of the State of Wisconsin (the “Company”), and
U.S. Bank National Association, a national banking association duly
organized and existing under the laws of the United States, as trustee (the
“Trustee”), and
successor to Firstar Bank National Association.

     

    Recitals
of the Company:

     

    Witnesseth:  that

     

    The Company has
heretofore executed and delivered its Indenture (hereinafter referred to as the
“Senior Indenture”),
made as of October 1, 1999; and

     

    Section 3.01
of the Senior Indenture provides that Securities may be issued from time to time
in series pursuant to a supplemental indenture specifying the terms of each
series of Securities; and

     

    The Company desires
to establish a series of Securities to be designated “7.27% Senior Notes Due
June 1, 2014” (the “Notes
of the Series Due 2014”); and

     

    Section 9.01
of the Senior Indenture provides that the Company and the Trustee may enter into
indentures supplemental thereto for the purposes, among others, of establishing
the form or terms of Securities of any series and adding to the covenants of the
Company and events of default with respect to all or any series of Securities;
and

     

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

     

    Now, Therefore,
this Supplemental Indenture

     

    Witnesseth, that,
in order to set forth the terms and conditions upon which the Notes of the
Series Due 2014 are, and are to be, authenticated, issued and delivered,
and in consideration of the premises and the purchase of the Notes of the Series
Due 2014 by the Holders thereof, it is mutually covenanted and agreed for
the equal and proportionate benefit of the respective Holders from time to time
of such Notes of the Series Due 2014 as follows:

     

    Article I

    Relation
to Indenture; Definitions

     

        Section 1.1.    This
Supplemental Indenture constitutes an integral part of the Senior
Indenture.

     

        Section 1.2.    For
all purposes of this Supplemental Indenture:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        (a)    The following terms
have the respective meanings set forth below or set forth in the Section hereof
following such term:

     

    “2009 Supplemental
Indentures” is defined in the Note Purchase Agreement.

     

    “Affiliate” means, at any
time, and with respect to any Person, any other Person that at such time
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person.  As
used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.  Unless the
context otherwise clearly requires, any reference to an “Affiliate” is a reference to
an Affiliate of the Company.

     

    “Bank Credit Facility” means
that certain Credit Agreement, dated as of May 27, 2009 among the Company,
Bank of America, N.A., as agent, and the lenders party thereto, together with
any replacements, refinancings or supplements thereto.

     

    “Business Day” means
(a) for the purposes of Section 3.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of
any other provision of the Transaction Documents, any day other than a Saturday,
a Sunday or a day on which commercial banks in Milwaukee, Wisconsin or New York,
New York are required or authorized to be closed.

     

    “Capitalization” means the
sum of (a) Total Funded Debt plus (b) Net Worth.

     

    “Change in Control” is
defined in Section 3.3(f).

     

    “Closing” is defined in
Section 3 of the Note Purchase Agreement.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.

     

    “Company” means Integrys
Energy Group, Inc., a Wisconsin corporation, or any successor that becomes such
in the manner prescribed in the Senior Indenture.

     

    “Default” means an event or
condition the occurrence or existence of which would, with the lapse of time or
the giving of notice or both, become an Event of Default under the Senior
Indenture.

     

    “Default Rate” means that
rate of interest that is the greater of (i) 2% per annum above the rate of
interest stated in clause (a) of the first paragraph of the Notes or
(ii) 2% over the rate of interest publicly announced by Bank of America,
N.A. in Chicago, Illinois as its “base” or “prime” rate.

     

    “Environmental Laws” means
any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,


     

    
      
        
        

      

      
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    franchises,
licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including but not limited to those related to Hazardous
Materials.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

     

    “ERISA Affiliate” means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Company under Section 414 of the
Code.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “First Mortgage Indentures”
means (a) that certain First Mortgage and Deed of Trust dated as of
January 1, 1941, from Wisconsin Public Service Corporation to U.S. Bank
National Association (successor to First Wisconsin Trust Company), as trustee,
as heretofore or hereafter amended, modified and supplemented and any substitute
or replacement mortgage indenture, (b) that certain Indenture dated as of
December 1, 1998, between Wisconsin Public Service Corporation and U.S.
Bank National Association (successor to Firstar Bank Milwaukee, N.A.), as
trustee, as heretofore or hereafter amended, modified and supplemented and any
substitute or replacement mortgage indenture, (c) that certain Indenture of
Mortgage dated May 1, 1947, from Upper Peninsula Power Company to U.S. Bank
National Association (successor to City National Bank and Trust Company of
Chicago), as trustee, as heretofore or hereafter amended, modified and
supplemented and any substitute or replacement mortgage indenture and (d) that
certain Indenture dated as of March 1, 1928, between The Peoples Gas Light and
Coke Company and U.S. Bank National Association (successor to Illinois Merchants
Trust Company), as trustee, as heretofore or hereafter amended, modified and
supplemented and any substitute or replacement mortgage indenture (which, among
other things, assumed the First and Refunding Mortgage dated January 2, 1926
form Chicago By-Product Coke Company).

     

    “Funded Debt” of any Person
means, without duplication, the sum of (a) all Indebtedness of such Person
for borrowed money, except to the extent such Indebtedness is “non-recourse” to
such Person or recourse for payment of such Indebtedness is limited to specific
assets of such Person (whether or not included on a consolidated balance sheet
of such Person), (b) the principal portion of all obligations of such
Person under capital lease obligations, (c) all obligations, contingent or
otherwise, relative to the face amount of all letters of credit issued to
support Indebtedness of the kinds referred to in clauses (a) and (b) above,
(d) all Guaranty Obligations of such Person with respect to Indebtedness
and obligations of the type described in clauses (a) through (c) hereof of
another Person; provided that such Guaranty
Obligations are required to be reported as liabilities on a balance sheet of
such Person prepared in accordance with GAAP (and without duplication of any
liability already appearing as a liability on such balance sheet); and further
provided that, in the
event a Guaranty Obligation is limited as to dollar amount, such Guaranty
Obligation shall not exceed such limitation, and (e) all Indebtedness and
obligations of the type described in clauses (a), (b), and (c) hereof of another
Person, secured by a Lien on any property of such Person whether or not such


     

    
      
        
        

      

      
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    Indebtedness or
obligations has been assumed by such Person.  Notwithstanding the
foregoing, Funded Debt shall not include trust preferred securities, if any,
shall not include interest on Indebtedness that is accrued in the ordinary
course of business and shall not include intercompany Indebtedness.

     

    “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States of America, provided that if the Company
notifies the Holders of the Notes of the Series due 2014 that it wishes to amend
any covenants included in Article V hereof (or any
definition thereof) to eliminate the effect of any change in generally accepted
accounting principles on the operation of such covenant or definition, then the
Company’s compliance with such covenant or the meaning of such definition shall
be determined on the basis of generally accepted accounting principles in effect
immediately before the relevant change in generally accepted accounting
principles became effective, until such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Company and the Required Holders (as
defined in the Note Purchase Agreement).  Notwithstanding the
foregoing, any entity that is not a Subsidiary but would be required to be
consolidated in the financial statements of the Company because FIN 46 shall not
be included in any computation of any financial covenant herein.

     

    “Governmental Authority”
means

     

    (a)    the government
of

     

    (i)    the United States of
America or any State or other political subdivision thereof, or

     

    (ii)    any other
jurisdiction in which the Company or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Company
or any Subsidiary, or

     

    (b)    any entity exercising
executive, legislative, judicial, regulatory or administrative functions of, or
pertaining to, any such government.

     

    “Guaranty Obligations” means,
with respect to any Person, without duplication, any obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) guaranteeing any Funded Debt of any other Person in any
manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (a) to purchase any such Funded Debt, or
(b) to advance or provide funds or other support for the payment or purchase of
such Funded Debt or to maintain working capital, solvency or other balance sheet
condition of such other Person.  The amount of any Guaranty Obligation
hereunder shall (subject to any limitations set forth therein) be deemed to be
an amount equal to the outstanding principal amount (or maximum principal
amount, if larger) of the Indebtedness in respect of which such Guaranty
Obligation is made; provided that, in the event a
Guaranty Obligation is limited as to dollar amount, such Guaranty Obligation
shall not exceed such limitation. 

     

    
      
        
        

      

      
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    “Hazardous Material” means
any and all pollutants, toxic or hazardous wastes or any other substances, that
might pose a hazard to health and safety, the removal of which may be required
or the generation, manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted, prohibited
or penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or
penalized substances.

     

    “Indebtedness” of any Person
means, without duplication, (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, or upon which interest payments are customarily
made, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person to the
extent of the value of such property (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business), (d) all obligations, other than intercompany items, of
such Person issued or assumed as the deferred purchase price of property or
services purchased by such Person which would appear as liabilities on a balance
sheet of such Person (other than trade payables), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed, (f) all Guaranty Obligations of such Person, (g) the
principal portion of all obligations of such Person under (i) capital lease
obligations and (ii) any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product of such
Person where such transaction is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP,
(h) all obligations of such Person to repurchase any securities which
repurchase obligation is related to the issuance thereof, including, without
limitation, obligations commonly known as residual equity appreciation potential
shares, (i) the net obligations of such Person in respect of interest rate
protection agreements, foreign currency exchange agreements, Permitted Energy
Transactions, or other interest or exchange rate hedging arrangements, and
(j) the maximum amount of all outstanding performance and standby letters
of credit issued or bankers’ acceptance facilities created for the account of
such Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed).  The Indebtedness of any Person shall include the
recourse Indebtedness of any partnership or unincorporated joint venture and for
which such Person is legally obligated.  

     

    “Lien” means, with respect to
any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     

    “Make-Whole Amount” is
defined in Section 3.7.

     

    “Material” means material in
relation to the business, operations, affairs, financial condition, assets and
properties of the Company and its Subsidiaries taken as a whole.

     

    
      
        
        

      

      
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    “Material Adverse Effect”
means a material adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole, or (b) the ability of the Company to perform its
obligations under the Transaction Documents, or (c) the validity or
enforceability of the Transaction Documents; provided, however, that in no
event shall any change, event, violation, inaccuracy, circumstance or effect
that results from (i) changes generally affecting the industry in which the
Company and its Subsidiaries operate or conduct business or (ii) changes
generally affecting the United States economy constitute a Material Adverse
Effect.

     

    “MISO” means Midwest
Independent Transmission System Operator, Inc.

     

    “Multiemployer Plan” means a
Plan covered by Title IV of ERISA which is a multiemployer plan as defined in
section 3(37) or 4001(a)(3) of ERISA.

     

    “Multiple Employer Plan”
means a Plan covered by Title IV of ERISA, other than a Multiemployer Plan,
which the Company or any ERISA Affiliate and at least one employer other than
the Company or any ERISA Affiliate are contributing sponsors.

     

    “Net Worth” means, as of any
date, the shareholders’ equity or net worth of the Company and its Subsidiaries,
on a consolidated basis, as determined in accordance with GAAP but excluding
accumulated other comprehensive income.

     

    “Note Purchase Agreement”
means that certain note purchase agreement dated as of June 11, 2009 among
the Company and the purchasers named in Schedule A thereto.

     

    “Notes” is defined in the
Note Purchase Agreement.

     

    “Notes of the Series
Due 2014” means the series of senior debt securities authorized by
this Supplemental Indenture.

     

    “Notes of the Series
Due 2016” is defined in the Note Purchase Agreement.

     

    “Officer’s Certificate” means
a certificate of a Senior Financial Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.

     

    “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA or any successor
thereto.

     

    “Permitted Energy
Transactions” means commodity sale, purchase or option agreements or
other commodity transactions or purchase or sale of weather derivatives entered
into by the Company or any Principal Subsidiary in the ordinary course of the
energy or energy related industry for non-speculative purposes relating to the
purchase or sale of electric power, electric power transmission capacity,
electric generation capacity, natural gas, natural gas transportation capacity,
natural gas storage, generation spark spreads, heating oil, crude oil, propane,
coal or currency.

     

    
      
        
        

      

      
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    “Person” means an individual,
partnership, corporation, limited liability company, association, trust,
unincorporated organization, business entity or Governmental
Authority.

     

    “Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) subject to Title I
of ERISA that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.

     

    “Principal Subsidiary” means
any Subsidiary, whether owned directly or indirectly by the Company, which, with
respect to the Company and its Subsidiaries taken as a whole, represents at
least twenty percent (20%) of the Company’s consolidated assets or the Company’s
consolidated net income (or loss), as shown on the most recent financial
statements delivered to the holders of the Notes of the Series Due 2014 pursuant
to Section 7.1 of the Note Purchase Agreement except for Peoples Energy
Corporation.  

     

    “property” or “properties” means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.

     

    “Proposed Redemption Date” is
defined in Section
3.3.

     

    “Proposed Reentry Redemption
Date” is defined in Section 3.8.

     

    “Purchaser” is defined in the
Note Purchase Agreement.

     

    “Reentry Event” is defined in
Section
3.8(f).

     

    “Required Holders” is defined
in the Note Purchase Agreement.

     

    “Reportable Event” means a
“reportable event” as defined in section 4043 of ERISA with respect to
which the notice requirements to the PBGC have not been waived.

     

    “Responsible Officer” means
any Senior Financial Officer and any other officer of the Company with
responsibility for the administration of the relevant portion of this
Agreement.

     

    “SEC” shall mean the
Securities and Exchange Commission of the United States, or any successor
thereto.

     

    “Securities” or Security” shall have the
same meaning as in Section 2(1) of the Securities Act.

     

    “Securities Act” means the
Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

     

    “Senior Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Company.

     

    
      
        
        

      

      
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    “Senior Indebtedness” means
all Indebtedness of the Company which is not expressed to be subordinate or
junior in rank to any other Indebtedness of the Company.

     

    “Single Employer Plan” means
any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer
Plan.

     

    “Subsidiary” means, as to any
Person, any other Person in which such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such second Person, and
any partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries or
such first Person and one or more of its Subsidiaries (unless such partnership
can and does ordinarily take major business actions without the prior approval
of such Person or one or more of its Subsidiaries).  Unless the
context otherwise clearly requires, any reference to a “Subsidiary” is a
reference to a Subsidiary of the Company.

     

    “Termination Event” means (a)
with respect to any Single Employer Plan, the occurrence of a Reportable Event
or the substantial cessation of operations (within the meaning of
section 4062(e) of ERISA), (b) the withdrawal of the Company or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
substantial employer (as such term is defined in section 4001(a)(2) of
ERISA), or the termination of a Multiple Employer Plan, (c) the
distribution of a notice of intent to terminate or the actual termination of a
Plan pursuant to section 4041(a)(2) or 4041A of ERISA, (d) the institution
of proceedings to terminate or the actual termination of a Plan by the PBGC
under section 4042 of ERISA, (e) any event or condition which might
reasonably constitute grounds under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or (f)
the complete or partial withdrawal of the Company or any ERISA Affiliate from a
Multiemployer Plan.

     

    “Total Assets” means all
assets of the Company and its Subsidiaries as shown on the Company’s most recent
quarterly or audited annual consolidated balance sheet, as determined in
accordance with GAAP.

     

    “Total Funded Debt” means all
Funded Debt of the Company and its Subsidiaries, without duplication, on a
consolidated basis, as determined in accordance with GAAP.  For
purposes of determining Total Funded Debt, any election by the Company to
measure an item of Funded Debt using a value less than par (as permitted by FASB
159 or any similar accounting standard) shall be disregarded and such
determination shall be made as if such election had not been made.

     

    “Transaction Documents” means
the Note Purchase Agreement, the Notes of the Series Due 2014, the Notes of the
Series Due 2016, the 2009 Supplemental Indentures and the Senior
Indenture.

     

    “USA Patriot Act” means
United States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA


     

    
      
        
        

      

      
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    Patriot Act) Act of
2001, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.

     

    “Wholly-owned Subsidiary”
means, at any time, any Subsidiary one hundred percent (100%) of all of the
equity interests (except directors’ qualifying shares) and voting interests of
which are owned by any one or more of the Company and the Company’s other
Wholly-owned Subsidiaries at such time.

     

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

     

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

     

        (d)    The terms “hereof,”
“herein,” “hereby,” “hereto,” “hereunder,” and “herewith” refer to this
Supplemental Indenture.

     

    Article II

    The
Securities

     

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

     

    (a)    The title of the
Securities of the series hereby established is “7.27% Senior Notes Due
June 1, 2014.”

     

    (b)    The aggregate
principal amount of the Notes of the Series Due 2014 which may be
authenticated and delivered under the Senior Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of other Securities of such series pursuant to
Sections 2.05, 3.04, 3.05, 3.06, 9.06 or 11.07 of the Senior Indenture)
shall be limited to One Hundred Million
Dollars ($100,000,000).

     

    (c)    All Notes of the
Series Due 2014 will be represented by one or more notes in definitive
form.

     

    (d)    The Stated Maturity
of the Notes of the Series Due 2014 shall be June 1,
2014.

     

    (e)    The Notes of the
Series Due 2014 shall bear interest on the unpaid principal balance thereof
at the rate of 7.27% per annum (computed on the basis of a 360-day year of
twelve 30-day months), and such interest shall accrue from the original issue
date thereof (or from the most recent Interest Payment Date to which interest on
such Notes has been paid or provided for).  The Interest Payment Dates
for the Notes of the Series Due 2014 shall be June 1 and
December 1 of each year commencing December 1, 2009, and the Regular
Record Date will be 15th day of the calendar month immediately preceding each
Interest Payment Date and will bear interest on overdue principal 

     

    
      
        
        

      

      
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    (including any
optional prepayment of principal) and premium, if any, and (to the extent
legally enforceable) on any overdue installment of interest at the Default
Rate.

     

    (f)    Principal of and
interest on the Notes of the Series Due 2014 shall be payable in U.S.
Dollars at the Corporate Trust Office of the Trustee, provided, however, such
payments of principal and interest shall be subject to the terms of
Section 9 of the Note Purchase Agreement.

     

    Such Securities
shall be initially authenticated and delivered from time to time upon delivery
to the Trustee of the documents required by Section 3.03 of the Senior
Indenture.  The Notes of the Series Due 2014 shall be
substantially in the form of the Security attached hereto as Appendix I, which is
incorporated herein by reference.

     

    Article III

    Redemption
of the Notes of the Series Due 2014

     

    In accordance with
Sections 3.01(7) and (8) of the Senior Indenture and notwithstanding the
terms of Article XI of the Senior Indenture, the Notes of the Series Due
2014 shall be subject to the following rights and terms of
redemption:

     

        Section 3.1.    Maturity. As provided
therein, the entire unpaid principal balance of the Notes of the Series Due 2014
shall be due and payable on the Stated Maturity thereof.

     

        Section 3.2.    Optional Prepayments with Make-Whole
Amount.  The Company may, at its option, upon notice as
provided below, prepay at any time all of, or from time to time any part of, the
Notes of the Series Due 2014, in an amount not less than 5% of the aggregate
principal amount of the Notes of the Series Due 2014 then outstanding in the
case of a partial prepayment, at a Redemption Price equal to 100% of the
principal amount so prepaid, together with interest accrued thereon to the date
of such prepayment, and the Make-Whole Amount determined for the prepayment date
with respect to such principal amount.  The Company will give the
Trustee and each Holder of Notes of the Series Due 2014 written notice of each
optional prepayment under this Section 3.2 not less than
30 days and not more than 60 days prior to the Redemption Date fixed for such
prepayment.  Each such notice shall specify such Redemption Date
(which shall be a Business Day), the aggregate principal amount of the Notes of
the Series Due 2014 to be prepaid on such Redemption Date, the principal amount
of each Note of the Series Due 2014 held by such Holder to be prepaid
(determined in accordance with Section 3.4), and the
interest to be paid on the prepayment date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate of a Senior Financial
Officer as to the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation.  Two
Business Days prior to such prepayment, the Company shall deliver to each Holder
of Notes of the Series Due 2014 a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

     

    
      
        
        

      

      
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        Section 3.3.    Change in
Control.  

     

        (a)    Notice of Change in Control.
The Company will, within fifteen Business Days after any Responsible
Officer has knowledge of the occurrence of any Change in Control, give written
notice of such Change in Control to the Trustee and each holder of Notes of the
Series Due 2014.  Such notice shall contain and constitute an offer to
prepay Notes of the Series Due 2014 as described in subparagraph (b) of this
Section 3.3 and
shall be accompanied by the certificate described in subparagraph (e) of this
Section 3.3.

     

        (b)    Offer to Prepay
Notes.  The offer to prepay Notes of the Series Due 2014
contemplated by subparagraph (a) of this Section 3.3 shall be an
offer to prepay, in accordance with and subject to this Section 3.3, all, but not
less than all, the Notes of the Series Due 2014 held by each holder (in this
case only, “holder” in
respect of any Note of the Series Due 2014 registered in the name of a nominee
for a disclosed beneficial owner shall mean such beneficial owner) on a date
specified in such offer (the “Proposed Redemption Date”),
which date shall be not less than 30 days and not more than 60 days
after the date of such offer (if the Proposed Redemption Date shall not be
specified in such offer, the Proposed Redemption Date shall be the first
Business Day after the 45th day after the date of such offer).

     

        (c)    Acceptance/Rejection.  A
holder of Notes of the Series Due 2014 may accept the offer to prepay made
pursuant to this Section 3.3 by causing a
notice of such acceptance to be delivered to the Company not later than
15 days after receipt by such holder of the most recent offer of
prepayment.  A failure by a holder of Notes of the Series Due 2014 to
respond to an offer to prepay made pursuant to this Section 3.3 shall be
deemed to constitute rejection of such offer by such holder.

     

        (d)    Prepayment.  Prepayment
of the Notes of the Series Due 2014 to be prepaid pursuant to this Section 3.3 shall be at a
Redemption Price equal to 100% of the principal amount of such Notes, together
with interest on such Notes of the Series Due 2014 accrued to the date of
prepayment, but without Make-Whole Amount or other premium.  The
prepayment shall be made on the Redemption Date which will be the Proposed
Redemption Date.

     

        (e)    Officer’s Certificate. Each
offer to prepay the Notes of the Series Due 2014 pursuant to this Section 3.3 shall be
accompanied by a certificate, executed by a Senior Financial Officer of the
Company and dated the date of such offer, specifying: (i) the Proposed
Redemption Date; (ii) that such offer is made pursuant to this Section 3.3;
(iii) the principal amount of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Redemption Date; and (v) in reasonable detail, the
nature and date or proposed date of the Change in Control.

     

        (f)    Certain Definitions.


     

    “Change in Control” means any
of the following events:

     

        (i)    any “person” or
“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act),
other than any employee benefit plans of the Company, any “person” 

     

    
      
        
        

      

      
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    organized,
appointed or established pursuant to the terms of any such benefit plan or any
trustee, administrator or fiduciary of such a plan, has become, directly or
indirectly, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that a Person shall be deemed to have “beneficial
ownership” of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), by way
of merger, consolidation or otherwise, of 30% or more of the voting power of the
Company’s then outstanding voting Securities on a fully-diluted basis, after
giving effect to the conversion and exercise of all outstanding warrants,
options and other notes of the Company (whether or not such notes are then
currently convertible or exercisable), or

     

        (ii)    during any period of
two consecutive calendar years, individuals who at the beginning of such period
constituted the board of directors of the Company cease for any reason to
constitute a majority of the directors of the Company then in office
unless

     

    (A)    such new directors
were elected or nominated by a majority of the directors of the Company who
constituted the board of directors of the Company at the beginning of such
period, or

     

    (B)    the reason for such
directors failing to constitute a majority is a result of retirement by
directors due to age, death or disability.

     

        (g)    All calculations
contemplated in this Section 3.3 involving the
capital stock of any Person shall be made with the assumption that all
convertible Securities of such Person then outstanding and all convertible
Securities issuable upon the exercise of any warrants, options and other rights
outstanding at such time were converted at such time and that all options,
warrants and similar rights to acquire shares of capital stock of such Person
were exercised at such time.

     

        Section 3.4.    Allocation of Partial
Prepayments.  Notwithstanding Section 11.03 of the Senior
Indenture, in the case of each partial prepayment of Notes of the Series Due
2014 pursuant to Section 3.2, the
principal amount of the Notes of the Series Due 2014 to be prepaid shall be
allocated pro rata
among all Holders of Notes of the Series Due 2014  at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.  All
partial prepayments made pursuant to Section 3.3 or 3.8 shall be applied only to
the Notes of the Series Due 2014 of the Holders who have elected to participate
in such prepayment.

     

        Section 3.5.    Maturity; Surrender,
Etc;.  In the case of each prepayment of Notes of the Series
Due 2014 pursuant to this Article III, the principal
amount of each Note to be prepaid shall mature and become due and payable on the
date fixed for such prepayment of the Series Due 2014 (which shall be a Business
Day), together with interest on such principal amount accrued to such date and
the applicable Make-Whole Amount, if any.  From and after such date,
unless the Company shall fail to pay such principal amount when so due and
payable, together with the interest and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to accrue.  Any Note of
the Series Due 2014 paid or prepaid in full shall be surrendered to the Company
and cancelled and shall not be reissued, and no Note of the Series 

     

    
      
        
        

      

      
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    Due 2014 shall be
issued in lieu of any prepaid principal amount of any Note of the Series Due
2014.

     

        Section 3.6.    Purchase of
Notes.  The Company will not and will not permit any Affiliate
to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes of the Series Due 2014 except (a) upon the payment or
prepayment of the Notes of the Series Due 2014 in accordance with the terms of
this Supplemental Indenture and the Notes of the Series Due 2014 or
(b) pursuant to an offer to purchase made by the Company or an Affiliate
pro rata to the Holders
of the Notes of the Series Due 2014 at the time outstanding upon the same terms
and conditions.  Any such offer shall provide each Holder with
sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 15 Business Days.  If
the Holders of more than 10% of the principal amount of the Notes of the Series
Due 2014 then outstanding accept such offer, the Company shall promptly notify
the remaining Holders of Notes of the Series Due 2014 of such fact and the
expiration date for the acceptance by Holders of Notes of the Series Due 2014 of
such offer shall be extended by the number of days necessary to give each such
remaining Holder at least 5 Business Days from its receipt of such notice to
accept such offer.  The Company will promptly cancel all Notes of the
Series Due 2014 acquired by it or any Affiliate pursuant to any payment,
prepayment or purchase of Notes of the Series Due 2014 pursuant to any provision
of this Supplemental Indenture and no Notes of the Series Due 2014 may be issued
in substitution or exchange for any such Notes.

     

        Section 3.7.    Make-Whole
Amount.  The term “Make-Whole Amount” means,
with respect to any Note of the Series Due 2014, an amount equal to the excess,
if any, of the Discounted Value of the Remaining Scheduled Payments with respect
to the Called Principal of such Note of the Series Due 2014 over the amount of
such Called Principal; provided that the Make-Whole
Amount may in no event be less than zero.  For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:

     

    “Called Principal” means,
with respect to any Notes of the Series Due 2014, the principal of such Notes of
the Series Due 2014 that is to be prepaid pursuant to Section 3.2 or has become
or is declared to be immediately due and payable pursuant to Section 5.02
of the Senior Indenture, Section 6.2 of this
Supplemental Indenture or Section 6.3 of this
Supplemental Indenture, as the context requires.

     

    “Discounted Value” means,
with respect to the Called Principal of any Notes of the Series Due 2014, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes of the Series Due 2014 is
payable) equal to the Reinvestment Yield with respect to such Called
Principal.

     

    “Reinvestment Yield” means,
with respect to the Called Principal of any Note of the Series Due 2014, 0.50%
(50 basis points) over the yield to maturity implied by (i) the yields reported
as of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display


     

    
      
        
        

      

      
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    designated as “Page
PX1” (or such other display as may replace Page PX1) on Bloomberg Financial
Markets for the most recently issued actively traded on the run U.S. Treasury
securities having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date.  In the case of each
determination under clause (i) or clause (ii), as the case may be, of
the preceding paragraph, such implied yield will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury security with the maturity closest
to and greater than such Remaining Average Life and (2) the applicable U.S.
Treasury security with the maturity closest to and less than such Remaining
Average Life.  The Reinvestment Yield shall be rounded to the number
of decimal places as appears in the interest rate of the applicable
Note.

     

    “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (a) such Called
Principal into (b) the sum of the products obtained by multiplying
(i) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (ii) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

     

    “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Note of the
Series Due 2014, all payments of such Called Principal and interest thereon that
would be due after the Settlement Date with respect to such Called Principal if
no payment of such Called Principal were made prior to its scheduled due date;
provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
Section 3.2 or
Section 5.02 of the Senior Indenture, Section 6.2 of this
Supplemental Indenture or Section 6.3 of this
Supplemental Indenture.

     

    “Settlement Date” means, with
respect to the Called Principal of any Note of the Series Due 2014, the date on
which such Called Principal is to be prepaid pursuant to Section 3.2 or has become
or is declared to be immediately due and payable pursuant to Section 5.02
of the Senior Indenture, Section 6.2 of this
Supplemental Indenture or Section 6.3 of this
Supplemental Indenture, as the context requires.

     

    
      
        
        

      

      
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        Section 3.8.    Reentry
Event.  

     

        (a)    Notice of Reentry Event. The
Company will, within fifteen Business Days after any Responsible Officer has
knowledge of the occurrence of any Reentry Event, give written notice of such
Reentry Event to the Trustee and each holder of Notes of the Series Due
2014.  Such notice shall contain and constitute an offer to prepay
Notes of the Series Due 2014 as described in subparagraph (b) of this Section 3.8 and shall be
accompanied by the certificate described in subparagraph (e) of this Section 3.8.

     

        (b)    Offer to Prepay
Notes.  The offer to prepay Notes of the Series Due 2014
contemplated by subparagraph (a) of this Section 3.8 shall be an
offer to prepay, in accordance with and subject to this Section 3.8, all, but not
less than all, the Notes of the Series Due 2014 held by each holder (in this
case only, “holder” in
respect of any Note of the Series Due 2014 registered in the name of a nominee
for a disclosed beneficial owner shall mean such beneficial owner) on a date
specified in such offer (the “Proposed Reentry Redemption
Date”), which date shall be not less than 60 days and not more than
90 days after the date of such offer (if the Proposed Reentry Redemption
Date shall not be specified in such offer, the Proposed Redemption Date shall be
the first Business Day after the 75th day after the date of such
offer).

     

        (c)    Acceptance/Rejection.  A
holder of Notes of the Series Due 2014 may accept the offer to prepay made
pursuant to this Section 3.8 by causing a
notice of such acceptance to be delivered to the Company not later than
15 days after receipt by such holder of the most recent offer of
prepayment.  A failure by a holder of Notes of the Series Due 2014 to
respond to an offer to prepay made pursuant to this Section 3.8 shall be
deemed to constitute rejection of such offer by such holder.

     

        (d)    Prepayment.  Prepayment
of the Notes of the Series Due 2014 to be prepaid pursuant to this Section 3.8 shall be at a
Redemption Price equal to 100% of the principal amount of such Notes, together
with interest on such Notes of the Series Due 2014 accrued to the date of
prepayment, but without Make-Whole Amount or other premium.  The
prepayment shall be made on the Redemption Date which will be the Proposed
Reentry Redemption Date.

     

        (e)    Officer’s Certificate. Each
offer to prepay the Notes of the Series Due 2014 pursuant to this Section 3.8 shall be
accompanied by a certificate, executed by a Senior Financial Officer of the
Company and dated the date of such offer, specifying: (i) the Proposed
Reentry Redemption Date; (ii) that such offer is made pursuant to this
Section 3.8;
(iii) the principal amount of each Note offered to be prepaid;
(iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Reentry Redemption Date; and (v) in reasonable
detail, the nature and date or proposed date of the Reentry Event.

     

        (f)    Certain Definitions.


     

    “Reentry Event” means that
the Company, following completion of a full divestiture of the assets, business
and operations of Integrys Energy Services and its Subsidiaries, acquires and/or
creates a nonregulated natural gas and electric power supply and services
company or 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    companies that
constitute(s) more than thirty-three percent (33%) of Total Assets, as
calculated as of the end of each quarterly fiscal period of the
Company.

     

    Article IV

    Certain
Affirmative Covenants

     

    In accordance with
Section 3.01(14) of the Senior Indenture, the Company covenants that so long as
any of the Notes of the Series Due 2014 are outstanding:

     

        Section 4.1.      (a)  The covenants and
agreements of the Company set forth in Article VII (except Section 7.04)
and Article X of the Senior Indenture shall be and remain in full force and
effect, and be observed and complied with by the Company.

     

        (b)    The Company shall
perform or comply with all terms, provisions and conditions of the Note Purchase
Agreement.

     

        Section 4.2.    Compliance with
Law.  The Company will, and will cause each of its Subsidiaries
to, comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, ERISA, the USA
Patriot Act and Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

     

        Section 4.3.    Insurance.  The
Company will, and will cause each of its Subsidiaries to, maintain, with
financially sound and reputable insurers or via self-insurance, insurance with
respect to their respective properties and businesses against such casualties
and contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated, except for any non-maintenance that would not reasonably be expected
to have a Material Adverse Effect.

     

        Section 4.4.    Legal Existence,
Etc.  Subject to Sections 5.3 and 5.4, the Company will at all
times preserve and keep in full force and effect the legal existence of each of
its Principal Subsidiaries (unless merged into the Company or a Subsidiary) and
all rights and franchises of the Company’s Principal Subsidiaries unless, in the
good faith judgment of the Company, the termination of or failure to preserve
and keep in full force and effect such legal existence, right or franchise would
not, individually or in the aggregate, have a Material Adverse
Effect.

     

        Section 4.5.    Books and
Records.  The Company will, and will cause each of its
Subsidiaries to, maintain proper books of record and account in conformity with
GAAP and all 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    applicable
requirements of any Governmental Authority having legal or regulatory
jurisdiction over the Company, or such Subsidiary, as the case may
be.

     

        Section 4.6.    Notes to Rank Pari
Passu.  The Notes of the Series Due 2014 and all other
obligations under the Note Purchase Agreement of the Company are and at all
times shall rank at least pari
passu in right of payment with all other present and future unsecured
Indebtedness (actual or contingent) of the Company which is not expressed to be
subordinate or junior in rank to any other unsecured Indebtedness of the
Company.

     

        Section 4.7.    Guaranty by
Subsidiaries.  (a)  In the event the Company grants a
Lien to secure Indebtedness of the Company under the Bank Credit Facility, the
Company will concurrently make, or cause to be made, effective provision whereby
the Notes of the Series Due 2014 are concurrently secured equally and ratably
with, or prior to, such Indebtedness pursuant to documentation in form and
substance satisfactory to the Required Holders and deliver to each of the
Holders of the Notes of the Series Due 2014 the following items:

     

    (i)    an executed
counterpart of such documents creating such Lien in favor of the Holders of the
Notes of the Series Due 2014 (the “Company Security
Documents”);

     

    (ii)    a certificate signed
by the President, a Vice President or another authorized Responsible Officer of
the Company making representations and warranties to the effect of those
contained in Sections 5.1, 5.2, 5.6 and 5.7 of the Note Purchase Agreement, but
with respect to the Company Security Documents, as applicable;

     

    (iii)    a certificate of a
Responsible Officer of the Company certifying that at such time and after giving
effect to the execution and delivery of the Company Security Documents, no
Default or Event of Default shall have occurred and be continuing;

     

    (iv)    such documents and
evidence with respect to the Company as the Required Holders may reasonably
request in order to establish the authorization of the transactions contemplated
by the Company Security Documents;

     

    (v)    an opinion of counsel
satisfactory to the Required Holders to the effect that the Company Security
Documents have been duly authorized, executed and delivered and constitute the
legal, valid and binding contract and agreement of the Company enforceable in
accordance with its terms, except as an enforcement of such terms may be limited
by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles and subject to other customary exceptions and qualifications;
and

     

    (vi)    an executed
counterpart of an intercreditor agreement in form and substance satisfactory to
the Required Holders governing actions of the lenders under the Bank Credit
Facility, any other creditors secured by such Lien, and the Holders of the Notes
of the Series Due 2014, which agreement shall
provide that the proceeds from the enforcement of any such Lien shall be shared
on an equal and ratable basis with the 

     

    
      
        
        

      

      
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    Holders of the
Notes of the Series Due 2014 based on principal, interest and Make-Whole
Amount.

     

        (b)    In the event any
Subsidiary incurs any Guaranty Obligations with respect to Indebtedness under
the Bank Credit Facility, the Company will cause such Subsidiary to concurrently
enter, and deliver to each of the Holders of the Notes of the Series Due 2014
the following items:

     

    (i)    an executed
counterpart of such guaranty of the Notes of the Series Due 2014;

     

    (ii)    a certificate signed
by the President, a Vice President or another authorized Responsible Officer of
such Subsidiary making representations and warranties to the effect of those
contained in Sections 5.1, 5.2, 5.6 and 5.7 of the Note Purchase Agreement, but
with respect to such Subsidiary and such guaranty;

     

    (iii)    a certificate of a
Responsible Officer of the Company certifying that at such time and after giving
effect to the execution and delivery of such guaranty , no Default or Event of
Default shall have occurred and be continuing;

     

    (iv)    such documents and
evidence with respect to such Subsidiary as the Required Holders may reasonably
request in order to establish the existence and good standing of such Subsidiary
and the authorization of the transactions contemplated by such
guaranty;

     

    (v)    an opinion of counsel
satisfactory to the Required Holders to the effect that such guaranty has been
duly authorized, executed and delivered and constitute the legal, valid and
binding contract and agreement of such Subsidiary enforceable in accordance with
its terms, except as an enforcement of such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
and subject to other customary exceptions and qualifications; and

     

    (vi)    an executed
counterpart of an intercreditor agreement in form and substance satisfactory to
the Required Holders governing actions of the lenders under the Bank Credit
Facility, any other creditors which are beneficiaries of a guaranty from such
Subsidiary, and the Holders of the Notes of the Series Due 2014, which agreement shall
provide that the proceeds from the enforcement of any such guaranties shall be
shared on an equal and ratable basis with the Holders of the Notes of the Series
Due 2014 based on principal, interest and Make-Whole Amount.

     

        (c)    In the event any
Subsidiary grants a Lien to secure Indebtedness of the Company or any Subsidiary
under the Bank Credit Facility, the Company will cause such Subsidiary to make,
or cause to be made, effective provision whereby the Notes of the Series Due
2014 are concurrently secured equally and ratably with, or prior to, such
Indebtedness pursuant to 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    documentation in
form and substance satisfactory to the Required Holders and deliver to each of
the Holders of the Notes of the Series Due 2014 the following
items:

     

    (i)    an executed
counterpart of such documents creating such Lien in favor of the Holders of the
Notes of the Series Due 2014 (the “Subsidiary Security
Documents”);

     

    (ii)    a certificate signed
by the President, a Vice President or another authorized Responsible Officer of
the Subsidiary making representations and warranties to the effect of those
contained in Sections 5.1, 5.2, 5.6 and 5.7 of the Note Purchase Agreement, but
with respect to the Subsidiary Security Documents, as applicable;

     

    (iii)    a certificate of a
Responsible Officer of the Company certifying that at such time and after giving
effect to the execution and delivery of the Subsidiary Security Documents, no
Default or Event of Default shall have occurred and be continuing;

     

    (iv)    such documents and
evidence with respect to the Subsidiary as the Required Holders may reasonably
request in order to establish the authorization of the transactions contemplated
by the Subsidiary Security Documents;

     

    (v)    an opinion of counsel
satisfactory to the Required Holders to the effect that the Subsidiary Security
Documents have been duly authorized, executed and delivered and constitute the
legal, valid and binding contract and agreement of the Subsidiary enforceable in
accordance with its terms, except as an enforcement of such terms may be limited
by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles and subject to other customary exceptions and qualifications;
and

     

    (vi)    an executed
counterpart of an intercreditor agreement in form and substance satisfactory to
the Required Holders governing actions of the lenders under the Bank Credit
Facility, any other creditors secured by such Lien, and the Holders of the Notes
of the Series Due 2014, which agreement shall
provide that the proceeds from the enforcement of any such Lien shall be shared
on an equal and ratable basis with the Holders of the Notes of the Series Due
2014 based on principal, interest and Make-Whole Amount.

     

    Article V

    Certain
Negative Covenants

     

    In accordance with
Section 3.01(14) of the Senior Indenture, the Company covenants that so long as
any of the Notes of the Series Due 2014 are outstanding:

     

        Section 5.1.    Leverage
Ratio.  The Company will not permit the ratio of Total Funded
Debt to Capitalization as of the last day of any fiscal quarter to exceed 0.65
to 1.00.

     

        Section 5.2.    Liens.  The Company
will not, and will not permit any of its Principal Subsidiaries to, contract,
create, incur, assume or permit to exist any Lien with respect to any of


     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    its property or
assets of any kind (whether real or personal, tangible or intangible), whether
now owned or hereafter acquired, except for 

     

    (a)     Liens
securing the Notes,

     

    (b)     the Lien of
First Mortgage Indentures or any Liens attaching to the property to which the
Lien of the First Mortgage Indentures attach; provided that such Liens do
not secure Funded Debt (other than Funded Debt secured by the First Mortgage
Indentures), 

     

    (c)     Liens for
taxes not yet due or Liens for taxes being contested in good faith by
appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which the property subject to any
such Lien is not yet subject to foreclosure, sale or loss on account
thereof),

     

    (d)     Liens in
respect of property imposed by law arising in the ordinary course of business
such as materialmen’s, mechanics’, warehousemen’s, carrier’s, landlords’ and
other nonconsensual statutory Liens which are not yet due and payable, which
have been in existence less than 90 days or which are being contested in good
faith by appropriate proceedings and for which adequate reserves determined in
accordance with GAAP have been established (and as to which the property subject
to any such Lien is not yet subject to foreclosure, sale or loss on account
thereof),

     

    (e)     pledges or
deposits made in the ordinary course of business to secure payment of worker’s
compensation insurance, unemployment insurance, pensions or social security
programs,

     

    (f)     Liens arising
from good faith deposits in connection with or to secure performance of tenders,
bids, leases, government contracts, performance and return-of-money securities
and other similar obligations incurred in the ordinary course of business (other
than obligations in respect of the payment of borrowed money),

     

    (g)     Liens arising
from good faith deposits in connection with or to secure performance of
statutory obligations and surety and appeal securities,

     

    (h)     easements,
rights-of-way (and liens on easements or rights-of-way or the underlying real
estate), restrictions (included zoning restrictions), minor defects or
irregularities in title and other similar charges or encumbrances not, in any
material respect, impairing the use of the encumbered property for its intended
purposes,

     

    (i)     judgment
Liens that would not constitute an Event of Default,

     

    (j)     Liens arising
by virtue of any statutory or common law provision relating to banker’s liens,
rights of setoff or similar rights as to deposit accounts or other funds
maintained with a creditor depository institution,

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (k)     any Lien
created or arising over any property which is acquired, constructed or created
by the Company or any Principal Subsidiary, but only if (i) such Lien secures
only principal amounts (not exceeding the cost of such acquisition, construction
or creation) raised for the purposes of such acquisition, construction or
creation together with any costs, expenses, interest and fees incurred in
relation thereto or a guarantee given in respect thereof, (ii) such Lien is
created or arises on or before 180 days after the completion of such
acquisition, construction or creation and (iii) such Lien is confined solely to
the property so acquired, constructed or created and any improvements thereto
and proceeds and products thereof,

     

    (l)     any Lien on
any property or assets acquired from a Person which is merged with or into the
Company or any Principal Subsidiary in accordance with Article VIII of the
Senior Indenture and Section 5.3, as the case
may be, and is not created in anticipation of any such transaction,


     

    (m)     any Lien on
any property or assets existing at the time of acquisition of such property or
assets by the Company or any Principal Subsidiary and which is not created in
anticipation of such acquisition,

     

    (n)    Liens existing on the
date of the Closing and described on Schedule 5.15 of the Note Purchase
Agreement attached thereto,

     

    (o)    pledges or deposits
made in the ordinary course of business to secure obligations of the Company or
any Principal Subsidiary under interest rate protection agreements, foreign
currency exchange agreements, Permitted Energy Transactions, or other interest
or exchange rate hedging arrangements,

     

    (p)    Liens on cash, cash
collateral, cash deposits or deposit accounts furnished to or for the benefit of
MISO or other transmission providers or energy market administrators to secure
the payment and performance of obligations (i) in connection with the purchase
of electric transmission service from MISO or such other transmission providers
or (ii) related to energy, capacity or ancillary service transactions entered
into through markets administered by MISO or such other transmission providers
or energy market administrators,

     

    (q)    Liens, if any,
arising in connection with the securitization of environmental retrofit
receivables,

     

    (r)    any extension,
renewal or replacement (or successive extensions, renewals or replacements), as
a whole or in part, of any Liens referred to in the foregoing clauses (a)
through (q), for amounts not exceeding the maximum principal amount of the
Indebtedness secured by the Lien so extended, renewed or replaced; provided that such extension,
renewal or replacement Lien is limited to all or a part of the same property or
assets that were covered by the Lien extended, renewed or replaced (plus
improvements on such property or assets), and 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (s)    any other Lien or
Liens which in the aggregate secure Indebtedness or other obligations at any one
time not in excess of an amount equal to 7.5% of Total Assets.

     

        Section 5.3.    Mergers, Consolidations,
Etc.  The Company will not permit any Principal Subsidiary to
consolidate with or be a party to a merger with any other Person, or sell, lease
or otherwise dispose of all or substantially all of its assets; provided that 

     

    (a)    any Principal
Subsidiary may merge or consolidate with or into the Company, any Subsidiary or
any other Person so long as in (i) any merger or consolidation involving the
Company, the Company shall be the surviving or continuing corporation and (ii)
in any merger or consolidation involving a Subsidiary (and not the Company), the
Subsidiary shall be the surviving or continuing corporation or limited liability
company and

     

    (b)     Integrys
Energy Services, Inc. a Wisconsin corporation (“Integrys Energy Services”)
and/or any or all of its Subsidiaries may merge with any other Person or sell,
lease or otherwise dispose of all or substantially all of its assets or any of
their respective assets in whole or in part.

     

        Section 5.4.    Sale or Lease of
Assets.  

     

        (a)    Without limiting
clause (b) of this Section 5.4, within any
twelve month period, the Company will not, and will not permit its Subsidiaries
to, convey, sell, lease, transfer or otherwise dispose of assets, business or
operations with a book value (net of assumed liabilities associated with the
assets that are the subject of such transaction) in excess of twenty-five
percent (25%) of Total Assets, as calculated as of the end of the most recent
fiscal quarter, provided that the Company and
its Subsidiaries may convey, sell, lease, transfer or otherwise dispose of
assets, business or operations consisting of:

     

    (i)    sales of inventory or
other assets acquired for resale in the ordinary course of
business,

     

    (ii)    sales of accounts
owed by customers for energy provided or to be provided outside the normal
franchise service area of Wisconsin Public Service Corporation and Upper
Peninsula Power Company,

     

    (iii)    sales, transfers or
other dispositions of assets between or among the Company and its wholly owned
Subsidiaries,

     

    (iv)    sales, transfers or
other dispositions of obsolete or worn-out tools, equipment or other property no
longer used or useful in business and sales of intellectual property determined
to be uneconomical, negligible or obsolete,

     

    (v)    sales, transfers or
other dispositions of the assets listed on Schedule 5.4, 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (vi)    non-exclusive
licenses of intellectual property, and

     

    (vii)    sales, transfers or
other dispositions of assets the proceeds of which are invested in other energy
related assets; and

     

        (b)    Anything contained in
clause (a) of this Section 5.4 to the
contrary notwithstanding, Integrys Energy Services and/or any or all of its
Subsidiaries may sell, transfer or otherwise dispose of all or any part of its
respective assets, businesses or operations without regard to limitations
contained in clause (a) of this Section 5.4.

     

        Section 5.5.    Restrictions on
Subsidiaries.  The Company will not, and will not permit any
Principal Subsidiary to, enter into any agreement that restricts the ability of
any Principal Subsidiary to pay dividends or other distributions with respect to
any shares of its capital stock; provided that it is
understood and agreed that (a) the foregoing covenant does not prohibit the
Company or a Principal Subsidiary from entering into agreements that contain
financial covenants which require the maintenance of a minimum net worth or
compliance with financial ratios without explicitly addressing the ability to
pay dividends or make other distributions with respect to shares of its capital
stock, (b) the foregoing covenant does not apply to limitations or restrictions
imposed by law or in regulatory proceedings and (c) the foregoing covenant does
not apply to limitations or restrictions in the articles of incorporation of
such Principal Subsidiary as in effect on the date hereof or restrictions which
arise only if dividends on preferred stock issued by such Principal Subsidiary
have not been paid.

     

        Section 5.6.    Transactions with
Affiliates.  The Company will not and will not permit any
Subsidiary to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without limitation the
purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate (other than the Company or another Subsidiary),
except upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than would be obtainable in a comparable arm’s-length transaction
with a Person not an Affiliate. 

     

        Section 5.7.    Line of
Business.  The Company will not and will not permit any
Principal Subsidiary to engage in any business if, as a result, the general
nature of the business in which the Company and its Subsidiaries, taken as a
whole, would then be engaged would be substantially changed from the general
nature of the business in which the Company and its Subsidiaries, taken as a
whole, are engaged on the date of this Agreement as described in the Memorandum;
provided that nothing
contained in this Section 5.7 shall be
deemed or construed to limit the full or partial divestiture by the Company of
the assets, business or operations of Integrys Energy Services and/or any or all
of the Subsidiaries of Integrys Energy Services or any reduction in the scope
and/or scale of the assets, business or operations of Integrys Energy Services
and/or any or all of its Subsidiaries and any such divestiture, reduction, sale
or other disposition shall not be deemed or construed to constitute a change in
the general nature of the business in which the Company and its Subsidiaries,
taken as a whole, are engaged. 

     

        Section 5.8.    Terrorism Sanctions
Regulations.  The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially


     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

       

    

    Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or in
Section 1 of the Anti-Terrorism Order or (b) engage in any dealings or
transactions with any such Person.

     

    Article VI

    Events
of Default

     

        Section 6.1.      In accordance
with Section 3.01(11) of the Senior Indenture and for purposes of
determining whether an Event of Default exists with respect to the Notes of the
Series Due 2014, but only with respect to such Notes of the Series Due
2014, in addition to the Events of Default set forth in Sections 5.01(2),
(5), (6) and (7) of the Senior Indenture, the Holders of the Notes of the Series
Due 2014 shall have the following Events of Default in replacement of the Events
of Default set forth in Sections 5.01(1), (3) and (4) of the Senior
Indenture or in addition to the Events of Default set forth in Section 5.01
of the Senior Indenture, as the case may be:

     

    (a)    the Company defaults
in the payment of any interest on any Note of the Series Due 2014 for more than
five Business Days after the same becomes due and payable; or

     

    (b)    the Company defaults
in the performance of or compliance with any term contained in the Senior
Indenture or this Supplemental Indenture (other than those referred to in Section 6.1(a) hereof and
Section 5.01(2) of the Senior Indenture) and such default is not remedied
within 30 days after the earlier of (i) a Responsible Officer obtaining
actual knowledge of such default and (ii) the Company receiving written
notice of such default from any Holder of a Note of the Series Due 2014 (any
such written notice to be identified as a “notice of default” and to refer
specifically to this Section 6.1(b));
or

     

    (c)    any representation or
warranty made in writing by or on behalf of the Company or by any officer of the
Company in the Note Purchase Agreement or in any writing furnished in connection
with the transactions contemplated hereby proves to have been false or incorrect
in any material respect on the date as of which made; or

     

    (d)    (i) the Company
or any Principal Subsidiary is in default (as principal or as guarantor or other
surety) in the payment of any principal of or premium or make-whole amount or
interest (in the payment amount of at least $100,000) on any Indebtedness that
is outstanding in an aggregate principal amount of at least $35,000,000 beyond
any period of grace provided with respect thereto, or (ii) the Company or
any Principal Subsidiary is in default (other than any non-material default
under any First Mortgage Indenture) in the performance of or compliance with any
term of any evidence of any Indebtedness in an aggregate outstanding principal
amount of at least $35,000,000 or of any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of such
default or condition such Indebtedness has become, or has been declared (or one
or more holders of such Indebtedness, or a trustee or agent on behalf of such
holder or holders, are entitled to declare such Indebtedness to be), due


     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    and payable before
its stated maturity or before its regularly scheduled dates of payment, or
(iii) as a consequence of the occurrence or continuation of any event or
condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (1) the
Company or any Principal Subsidiary has become obligated to purchase or repay
Indebtedness before its regular maturity or before its regularly scheduled dates
of payment in an aggregate outstanding principal amount of at least $35,000,000
and the Company or such Principal Subsidiary has failed to purchase or repay
such Indebtedness or (2) one or more holders of such Indebtedness, or a
trustee or agent on behalf of such holder or holders, have the right to require
the Company or any Principal Subsidiary so to purchase or repay such
Indebtedness; provided
that the foregoing cross-default provisions shall not apply to Indebtedness to
the extent recourse to the Company is limited to specific assets in a project
financing (i.e.,
defaults under agreements governing non-recourse project financing
Indebtedness are excluded); or

     

    (e)    any Principal
Subsidiary (i) is generally not paying, or admits in writing its inability
to pay, its debts as they become due, (ii) files, or consents by answer or
otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (iii) makes an assignment for the benefit
of its creditors, (iv) consents to the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (v) is adjudicated as
insolvent or to be liquidated, or (vi) takes corporate action for the
purpose of any of the foregoing; or

     

    (f)    a court or
Governmental Authority of competent jurisdiction enters an order appointing,
without consent by any of the Company’s Principal Subsidiaries, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any bankruptcy
or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidation of any of the Company’s Principal Subsidiaries, or any such
petition shall be filed against any of the Company’s Principal Subsidiaries and
such petition shall not be dismissed within 60 days; or

     

    (g)    a final judgment or
judgments for the payment of money aggregating in excess of $35,000,000 are
rendered against one or more of the Company and its Principal Subsidiaries and
which judgments are not, within 60 days after entry thereof, bonded, discharged
or stayed pending appeal, or are not discharged within 60 days after the
expiration of such stay; or

     

    (h)    the occurrence of any
of the following events or conditions if any of the same would be reasonably
likely to have a Material Adverse Effect: (i) any “accumulated funding
deficiency,” as such term is defined in section 302 of ERISA and
section 412 of the Code, whether or not waived, shall exist with respect to
any Plan, or any lien shall arise on the assets of the Company, any of its
Subsidiaries or any ERISA Affiliate in 

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    favor of the PBGC
or a Plan; (ii) a Termination Event shall occur with respect to a Single
Employer Plan, which is, in the reasonable opinion of the Required Holders,
likely to result in the termination of such Plan for purposes of Title IV
of ERISA; (iii) a Termination Event shall occur with respect to a
Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable
opinion of the Required Holders, likely to result in (A) the termination of such
Plan for purposes of Title IV of ERISA, or (B) the Company, any of its
Subsidiaries or any ERISA Affiliate incurring liability in connection with a
withdrawal from, reorganization of (within the meaning of section 4241 of
ERISA), or insolvency (within the meaning of section 4245 of ERISA) of such
Plan; or (iv) any prohibited transaction (within the meaning of section 406
of ERISA or section 4975 of the Code) or breach of fiduciary responsibility
shall occur which would be reasonably likely to subject the Company, any of its
Subsidiaries or any ERISA Affiliate to liability under sections 406, 409,
502(i), or 502(1) of ERISA or section 4975 of the Code, or under any
agreement or other instrument pursuant to which the Company, any of its
Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any
person against any such liability.

     

        Section 6.2.      In accordance
with Section 3.01 of the Senior Indenture and for purposes of determining
the rights of Holders of the Notes of the Series Due 2014 following an Event of
Default, in addition to the rights set forth in Article V of the Senior
Indenture, if any Event of Default described in Section 6.1(a) hereof or
Section 5.01(2) of the Senior Indenture has occurred and is
continuing, any Holder or Holders of the Notes of the Series Due 2014 at the
time outstanding affected by such Event of Default may at any time, at its or
their option, by notice or notices to the Company, declare all the Notes of the
Series Due 2014 held by it or them to be immediately due and
payable.

     

        Section
6.3.      Upon any Notes of the
Series Due 2014 becoming due and payable under Section 5.02 of the Senior
Indenture or Section 6.2
of this Supplemental Indenture, whether automatically or by declaration, such
Notes of the Series Due 2014 will forthwith mature and the entire unpaid
principal amount of such Notes of the Series Due 2014, plus (i) all accrued
and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (ii) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by applicable
law), shall all be immediately due and payable, in each and every case without
presentment, demand, protest or further notice, all of which are hereby
waived.  The Company acknowledges, and the parties hereto agree, that
each holder of a Note has the right to maintain its investment in the Notes free
from repayment by the Company (except as herein specifically provided for), and
that the provision for payment of a Make-Whole Amount by the Company in the
event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right
under such circumstances.

     

        Section
6.4.    The covenants,
agreements and conditions contained in Articles IV, V and VI of this Supplemental
Indenture are solely for the protection and benefit of the registered owners of
the Notes of the Series Due 2014 and, therefore, the exclusive right to
(a) require the Trustee to declare a default hereunder, (b) waive a
default hereunder, (c) waive compliance herewith, or (d) amend any of
such covenants, agreements or conditions herewith shall in each 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    such case be vested
solely in the registered owners of a majority in principal amount of the Notes
of the Series Due 2014 then outstanding.  No benefits by reason of
such provisions shall be deemed to be conferred upon Persons other than the
registered owners of the Notes of the Series Due 2014.

     

    Article VII

    Defeasance

     

        Section
7.1.     Defeasance.  In
accordance with Section 3.01(12) of the Senior Indenture, the provisions of
Sections 13.02 and 13.03 of the Senior Indenture shall in no respect be
applicable to the Notes of the Series Due 2014.

     

    Article VIII

    Miscellaneous

     

        Section 8.1.    The
Trustee has accepted the amendment of the Senior Indenture effected by this
Supplemental Indenture and agrees to execute the trust created by the Senior
Indenture as hereby amended, but only upon the terms and conditions set forth in
the Senior Indenture, including the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper
authorization hereof by the Company by corporate action or otherwise, and
(c) the due execution hereof by the Company.

     

        Section 8.2.    This
Supplemental Indenture shall be construed in connection with and as a part of
the Senior Indenture.

     

        Section 8.3.    (a)     If any
provision of this Supplemental Indenture conflicts with another provision of the
Senior Indenture required to be included in indentures qualified under the Trust
Indenture Act of 1939, as amended (as enacted prior to the date of this
Supplemental Indenture), by any of the provisions of Sections 310 to 317,
inclusive, of said act, such required provision shall control.

     

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

     

        Section 8.4.    Whenever in
this Supplemental Indenture either of the parties hereto is named or referred
to, such name or reference shall be deemed to include the successors or assigns
of such party, and all the covenants and agreements contained in this
Supplemental Indenture by or on behalf of the Company or by or on behalf of the
Trustee shall bind and inure 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    to the benefit of
the respective successors and assigns of such parties, whether so expressed or
not.

     

        Section 8.5.    (a) This
Supplemental Indenture may be simultaneously executed in several counterparts,
and all such counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.

     

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


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


     

    In Witness Whereof,
Integrys Energy Group, Inc. has caused this Third Supplemental Indenture to be
executed by its Chairman, President, or a Vice President, or any other officer
selected by the Board of Directors, and its corporate seal to be hereunto
affixed, duly attested by its Secretary or an Assistant Secretary, and
U.S. Bank National Association, as Trustee as aforesaid, has caused this
Supplemental Indenture to be executed by one of its authorized signatories, as
of ______________, 2009.

     

    
      	
               
      

            	
              Integrys
      Energy Group, Inc.

            


    

     

    
      	
               
      

            	
              By:________________________________

            


    

    Name:  Bradley
A. Johnson

    Title:  Vice
President and Treasurer

    
      
      

    

     

    
      
        (Seal)

      

       

      Attest:

      
      

    

     

     

    _____________________________________________

     Name:  Barth
J. Wolf

     Title:  Vice
President, Chief Legal Officer

       and Secretary

    


    


    
      	
               
      

            	
              U.S. Bank
      National Association

            


    

     

    
      	
               
      

            	
              By:_______________________________

            


    

    Name:

    Title:

     

    
      
      

    

    
      Attest:

    

    Name: 
_____________________________

    Title: 
______________________________


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    Appendix I

     

    PPN:  45822P
A*6

    No. __________                                                                                    $__________

     

    This
note has not been registered under the Securities Act of 1933, as amended, or
the securities laws of any state.  Neither this note nor any interest
or participation herein may be reoffered, sold, assigned or transferred in the
absence of such registration unless such transaction is exempt from, or not
subject to, such registration.

     

    Integrys
Energy Group, Inc.

    7.27%
Senior Note due June 1, 2014

     

    Original Issue
Date:    June 11,
2009

     

    PPN:     45822P
A*6

     

    Interest Rate:    7.27%

     

    Interest Payment
Dates:    June 1 and
December 1 (commencing December 1, 2009)

     

    Regular Record
Dates:    May 15 and
November 15

     

    Maturity Date:    June 1,
2014

     

    Integrys Energy
Group, Inc., a corporation duly organized and existing under the laws of
Wisconsin (herein called the “Company,” which term
includes any successor corporation under the Senior Indenture hereinafter
referred to), for value received, hereby promises to pay to _____________, or
registered assigns, the principal sum of _____________________________ Dollars
on the Maturity Date specified above and to pay interest on the unpaid principal
amount hereof from the Original Issue Date specified above or from the most
recent Interest Payment Date specified above to which interest has been paid or
duly provided for, semi-annually on the Interest Payment Dates specified above
in each year, commencing December 1, 2009, at the Interest Rate specified
above (computed on the basis of a 360-day year of twelve 30-day months), until
the principal hereof is paid or made available for payment and (to the extent
that the payment of such interest shall be legally enforceable) at the Default
Rate (as defined in the hereinafter defined Senior Indenture) on any overdue
principal and on any overdue installment of interest and any overdue Make-Whole
Amount.  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the hereinafter defined
Senior Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities (as defined in the hereinafter defined Senior
Indenture) is registered at the close of business on the Regular Record Date
specified above for such interest (whether or not such day is a Business
Day).  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest (as defined in the hereinafter defined Senior Indenture)
to be fixed by the Trustee (as defined in the hereinafter defined Senior
Indenture), notice of which shall have been given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner, all as more fully provided in said
Senior Indenture.

     

    Payment of the
principal of any Make-Whole Amount, if any, with respect to, and interest on,
this Security will be made at the office or agency of the Trustee maintained for
that purpose in Saint Paul, Minnesota, in Dollars; provided, however, that such
payments of principal and interest shall be subject to the terms of
Section 9 of the Note Purchase Agreement (as defined in the hereinafter
defined Senior Indenture).

     

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

     

    This Note and the
rights and obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the laws (other than choice of law
provisions) of the State of Wisconsin.

     

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

     

    In Witness Whereof,
the Company has caused this instrument to be duly executed under its corporate
seal.

     

    
      	
               
      

            	
              Integrys
      Energy Group, Inc.

            


    

     

    
      	
               
      

            	
              By:________________________________

            


    

    Attest:

    [SEAL]

    


    ____________________________

    


     

    



    
      
         


      

      
        -2-  

        
          

        

      

      
         


      

    


    Form
of Trustee’s Certificate of Authentication.

     

    Dated:  _______________

     

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

     

    
      	
               
      

            	
              U.S. Bank
      National Association

            


    

    
      	
               
      

            	
                as
      Trustee

            


    

     

    
      	
               
      

            	
              By:_______________________

            


    

    Authorized
Signatory

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Form
of Reverse of Security

     

    This Security is
one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued
and to be issued in one or more series under an Indenture, dated as of October
1, 1999 (herein called the “Senior Indenture”), between
the Company (f/k/a WPS Resources Corporation) and a predecessor of
U.S. Bank National Association,  the current trustee (herein
called the “Trustee,”
which term includes any successor trustee under the Senior Indenture), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$100,000,000.

     

    Securities of this
series are subject to redemption, in whole or from time to time in part, at the
times and on the terms specified in the Third Supplemental Indenture dated as of
June 1, 2009 from the Company to the Trustee (the “Third Supplemental
Indenture”).

     

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

     

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

     

    This Security is
not subject to Defeasance as described in the Senior Indenture.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    Pursuant to a
recommendation promulgated by the Security Valuation Office of the National
Association of Insurance Commissioners, the Company has caused Private Placement
Numbers (“PPN”) to be
printed on the Securities of this series as a convenience to the Holders of the
Securities of this series.  No representation is made as to the
correctness or accuracy of such numbers as printed on the Securities of this
series and reliance may be placed only on the other identification numbers
printed hereon.

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    Assignment
Form

     

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

     

    _______________________________________________________________________________________________


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

     

    _______________________________________________________________________________________________


     

    _______________________________________________________________________________________________


     

    _______________________________________________________________________________________________


     

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

     

     

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

     

    Dated:_________________Your
Signature:___________________________________

    (Sign exactly as
your

    name appears on the
other

    side of this
Security)

    Signature
Guaranty:__________________________________________

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

     

    Social Security
Number or Taxpayer Identification

    Number:_______________________________________

    


    



    
      
         


      

      
        -3-  

        
          

        

      

      
         


      

    


    Schedule
5.4

    Sale,
Transfers or Other Dispositions of Assets

     

    


     

    


     

    


     

    None.