THIRTY-SIXTH 




SUPPLEMENTAL INDENTURE 




FROM 




WISCONSIN PUBLIC
SERVICE 
CORPORATION 




TO 




U.S. BANK NATIONAL
ASSOCIATION 




(Successor to Firstar
Bank National Association,
Successor to Firstar Trust Company,
Formerly Known as
First Wisconsin Trust Company)
TRUSTEE 




     _________________ 




DATED AS OF December
1, 2003 



     _________________ 




SUPPLEMENTAL 
To
First Mortgage
and Deed of Trust 
Dated as of January 1,
1941 










WISCONSIN PUBLIC
SERVICE CORPORATION
THIRTY-SIXTH SUPPLEMENTAL INDENTURE 




Dated as of December 1,
2003 




TABLE OF CONTENTS 



     _________________ 





		PAGE

	Parties	1 
	Recitals	1 
	Form of Bond of Collateral Series D	3 
	Form of Trustee's Certificate	5 
	Form of Prepayment Record	8 
	Further Recitals	8 







ARTICLE I
FORM OF
EXECUTION OF BONDS OF NEW SERIES 



	Sec. 1.01   Terms of bonds of new series	9 
	Sec. 1.02   Limitation of new series to $125,000,000, subject to right of Company
	                  to reopen such series for issuances of up to $25,000,000 of
	                  additional bonds	9 
	Sec. 1.03   Optional redemption of bonds of new series by Company	9 
	Sec. 1.04   Notice of, and selection of bonds of new series for, redemption	10 
	Sec. 1.05   Redemption in event of default under section 6.01 of the Senior
	                  Indenture	11 
	Sec. 1.06   Partial redemption and payments of redemption price without
	                  presentation of bonds and new series	11 
	Sec. 1.07   Company not obligated to make any transfer of bonds of new series for
	                  fifteen days before any interest payment date	11 
	Sec. 1.08   Charges for transfer of bonds of new series	11 
	Sec. 1.09   Bonds of new series may be signed by facsimile signatures of Company
	                  officers	12 
	Sec. 1.10   Payment dates falling on Saturday, Sunday or legal holiday	12 
	Sec. 1.11   Bonds of new series redeemed or paid not reissuable, but may be basis
	                  for issuance of bonds of different series, credits or cash withdrawals	12 
	Sec. 1.12   Company right to reopen new series and provisions applicable thereto	12 







ARTICLE II
CONFIRMATION
OF LIEN 


	Sec. 2.01   Granting clauses and habendum	13 







i 











ARTICLE III
PARTICULAR
COVENANTS OF THE COMPANY 



	Sec. 3.01   Duly authorized by law to execute and deliver Supplemental Indenture	 
	                  and issue bonds	13 
	Sec. 3.02   Covenant of lawful possession, right to mortgage property and to
	                  maintain lien of Indenture	14 
	Sec. 3.03   Payment of principal and interest	14 
	Sec. 3.04   Nonliability of Trustee	14 








ARTICLE IV
MISCELLANEOUS 



	Sec. 4.01   Recitals not made by Trustee.  No representations made by Trustee	 
	                  Trust accepted subject to terms and conditions of Indenture	14 
	Sec. 4.02   Supplemental Indenture to be construed as part of Indenture	14 
	Sec. 4.03(a)   References to either party to Supplemental Indenture includes
	                       successors or assigns	14 
	               (b)   Table of contents and descriptive headings of articles not to affect
	                       meaning	14 
	Sec. 4.04(a)   Trust Indenture Act requirements control	15 
	               (b)   Severability of Supplemental Indenture provisions and bond
	                       provisions	15 
	Sec. 4.05   Provisions for execution in counterparts	15 
	Sec. 4.06   Supplemental Indenture effective on execution and delivery	15 
	Sec. 4.07   Names and addresses of debtor and secured party	15 







ii 








        Thirty-Sixth
Supplemental Indenture, made as of the 1st day of December, 2003 by and between
WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and existing under and
by virtue of the laws of the State of Wisconsin, having its principal office in the City
of Green Bay in said State (hereinafter sometimes called the “Company”), party
of the first part, and U.S. BANK NATIONAL ASSOCIATION, (successor to Firstar Bank,
National Association, successor to Firstar Trust Company, formerly known as First
Wisconsin Trust Company), a national banking association duly organized and existing under
and by virtue of the laws of the United States, having its Corporate Trust Services Office
in the City of St. Paul in the State of Minnesota, as Trustee (hereinafter sometimes
called the “Trustee”), party of the second part. 



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


	Supplemental Indenture

Dated (as of)
	Hereinafter referred to as

	November 1, 1947	First Supplemental Indenture*
	August 1, 1948	Second Supplemental Indenture
	September 1, 1949	Third Supplemental Indenture
	November 1, 1950	Fourth Supplemental Indenture*
	May 1, 1953	Fifth Supplemental Indenture*
	January 1, 1954	Sixth Supplemental Indenture
	October 1, 1954	Seventh Supplemental Indenture
	December 1, 1957	Eighth Supplemental Indenture
	November 1, 1959	Ninth Supplemental Indenture
	October 1, 1963	Tenth Supplemental Indenture
	June 1, 1964	Eleventh Supplemental Indenture
	November 1, 1967	Twelfth Supplemental Indenture
	April 1, 1969	Thirteenth Supplemental Indenture
	August 1, 1970	Fourteenth Supplemental Indenture
	May 1, 1971	Fifteenth Supplemental Indenture
	August 1, 1973	Sixteenth Supplemental Indenture*
	September 1, 1973	Seventeenth Supplemental Indenture
	October 1, 1975	Eighteenth Supplemental Indenture
	February 1, 1977	Nineteenth Supplemental Indenture
	July 15, 1980	Twentieth Supplemental Indenture
	December 1, 1980	Twenty-First Supplemental Indenture*
	April 1, 1981	Twenty-Second Supplemental Indenture
	February 1, 1984	Twenty-Third Supplemental Indenture
	March 15, 1984	Twenty-Fourth Supplemental Indenture
	October 1, 1985	Twenty-Fifth Supplemental Indenture
	December 1, 1987	Twenty-Sixth Supplemental Indenture*
	September 1, 1991	Twenty-Seventh Supplemental Indenture






1 








	Supplemental Indenture

Dated (as of)
	Hereinafter referred to as

	July 1, 1992	Twenty-Eighth Supplemental Indenture
	October 1, 1992	Twenty-Ninth Supplemental Indenture
	February 1, 1993	Thirtieth Supplemental Indenture
	July 1, 1993	Thirty-First Supplemental Indenture
	November 1, 1993	Thirty-Second Supplemental Indenture
	December 1, 1998	Thirty-Third Supplemental Indenture
	August 1, 2001	Thirty-Fourth Supplemental Indenture
	December 1, 2002	Thirty-Fifth Supplemental Indenture










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



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



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



        WHEREAS,
the Company has heretofore issued and there are now outstanding, in accordance with the
provisions of the 1941 Mortgage and said Supplemental Indentures bonds of several series
designated “First Mortgage Bonds, 7-1/8% Series Due July 1, 2023",
“First Mortgage Bonds Due February 1, 2013", “First Mortgage Bonds
Collateral Series A”, “First Mortgage Bonds Collateral Series B”,
and “First Mortgage Bonds Collateral Series C”; and 



        WHEREAS,
the Company has agreed to issue $125,000,000 in aggregate principal amount of Senior Notes
4.80% Series Due December 1, 2013 (the “Related Securities”) pursuant to an
Indenture, dated as of December 1, 1998, between the Company and a predecessor of
U.S. Bank National Association, as trustee (the “Senior Trustee”) as
supplemented, subject to the right of the Company to reopen the Related Securities for
issuances of up to $25,000,000 in aggregate principal amount of additional Related
Securities; and 




2 









        WHEREAS,
in order to secure the Company’s obligations to pay principal, premium, if any, and
interest on the Related Securities, the Company is desirous of providing for the issuance
under the Indenture of bonds of a new series designated as “First Mortgage Bonds,
Collateral Series D”, in an aggregate principal amount of not more than $125,000,000,
subject to the right of the Company to reopen such series for issuances of up to
$25,000,000 in aggregate principal amount of additional bonds of such series, the bonds of
said series to be issued as registered bonds without coupons in any denominations that the
Company may from time to time execute and deliver, the bonds of said series, the
Trustee’s Certificate, and the Form of Prepayment Record to be substantially in the
tenor following: 




(Form of Bond of
Collateral Series D) 


	No._____________	$_______________ 







WISCONSIN PUBLIC SERVICE
CORPORATION 



(Incorporated under the
laws of the State of Wisconsin)
First Mortgage Bond,
Collateral Series D 



THE FIRST MORTGAGE BONDS, COLLATERAL
SERIES D (HEREINAFTER, “COLLATERAL BONDS”), REPRESENTED BY THIS CERTIFICATE ARE
BEING ISSUED AND DELIVERED BY THE COMPANY TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
(IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER AN INDENTURE, DATED AS OF
DECEMBER 1, 1998, BETWEEN THE COMPANY AND A PREDECESSOR OF THE SENIOR TRUSTEE, AS
PREVIOUSLY SUPPLEMENTED AND AS SUPPLEMENTED BY THE FOURTH SUPPLEMENTAL INDENTURE THERETO
DATED AS OF DECEMBER 1, 2003 (AS SO SUPPLEMENTED, THE “SENIOR INDENTURE”). THE
COLLATERAL BONDS ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF
THE SENIOR NOTES, 4.80% SERIES DUE DECEMBER 1, 2013 (THE “RELATED SECURITIES”)
ISSUED PURSUANT TO THE SENIOR INDENTURE. 



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



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



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




3 









        WISCONSIN
PUBLIC SERVICE CORPORATION, a corporation organized and existing under the laws of the
State of Wisconsin (hereinafter called the Company), for value received, hereby promises
to pay to U.S. BANK NATIONAL ASSOCIATION, as trustee for the benefit of the holders of the
Related Securities, or registered assigns (in such capacity, the “Senior
Trustee”), at the Corporate Trust Services Office of U.S. Bank National Association,
in Saint Paul, Minnesota, on the 1st day of December, 2013, the sum of
___________________________ DOLLARS ($___________) in lawful money of the United States of
America, and to pay interest thereon from the date hereof at the rate of four and
eight-tenths per cent (4.80%) per annum, in like money, until the principal hereof becomes
due and payable, said interest being payable on the 1st day of June and on the
1st day of December in each year commencing June 1, 2004. The principal and
interest so payable on any June 1 or December 1 will be paid to the person or entity in
whose name this bond is registered, at the address thereof as it appears on the
Company’s books for registration and registration of transfer. 



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



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



        IN
WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION has caused this bond to be signed in
its name by the manual or facsimile signature of its President or a Vice President and its
corporate seal or a facsimile thereof to be hereto affixed and attested by the manual or
facsimile signature of its Secretary or an Assistant Secretary. 




Dated as of: 


		WISCONSIN PUBLIC SERVICE CORPORATION
	

 	By: _________________________________
		 ____________________________President







ATTEST: 




_______________________________________ 
________________Secretary




4 











(Form of Trustee’s
Certificate) 



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


		U.S. BANK NATIONAL ASSOCIATION
      As Trustee
	
 	 
	
	By: _________________________________
		       Authorized Signature







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



        This
bond is one of a duly authorized issue of bonds of the Company, known as its First
Mortgage Bonds, of the series and designation indicated on the face hereof, which issue of
bonds consists, or may consist, of several series of varying denominations, dates and
tenors, all issued and to be issued under and equally secured (except in so far as a
sinking fund, or similar fund, established in accordance with the provisions of the
Indenture, may afford additional security for the bonds of any specific series) by a First
Mortgage and Deed of Trust (herein called the “Indenture”) dated as of
January 1, 1941, executed by the Company to First Wisconsin Trust Company
(subsequently succeeded by U.S. Bank National Association, herein called the Trustee), as
Trustee, to which Indenture and all instruments supplemental thereto reference is hereby
made for a description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds as to such security, and the terms and
conditions upon which the bonds may be issued under the Indenture and any instruments
supplemental thereto and are secured. The principal hereof may be declared or may become
due on the conditions, in the manner and at the time set forth in the Indenture, upon the
happening of a completed default as in the Indenture provided. This bond is one of a
series created by a Supplemental Indenture (herein called the “Supplemental
Indenture”) dated as of December 1, 2003, between the Company and the Trustee, which
is supplemental to the Indenture. 



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




5 









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



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



        The
bonds of this Series are subject to redemption, prior to maturity, at the option of the
Company in whole at any time or in part from time to time, upon payment of a redemption
price equal to the greater of (i) 100% of the principal amount of the bonds to be redeemed
or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis (assuming a 360
day year consisting of twelve 30-day months) at the Treasury Yield (as defined in the
Supplemental Indenture) plus one-tenth of one percent (0.10%), plus in each case accrued
and unpaid interest thereon to the redemption date, all subject to the conditions and as
more fully set forth in the Indenture and the Supplemental Indenture. 



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



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




6 









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



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




(End of text of bond) 




7 











(Form of Prepayment
Record) 



PREPAYMENT RECORD 



PRINCIPAL AMOUNT OF BOND
$__________ 




DATE OF MATURITY:
DECEMBER 1, 2013 


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










and 



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



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



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



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



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






8 










ARTICLE I.  




FORM AND EXECUTION OF
BONDS OF NEW SERIES 



        SECTION
1.01. There is hereby created, for issuance under the Indenture on the date or dates of
authentication and delivery of the Related Securities, a series of bonds designated as
Collateral Series D (herein sometimes referred to as the bonds of Collateral Series D),
each of which shall bear the descriptive title “First Mortgage Bond, Collateral
Series D”. The bonds of said series shall be issued only in the form of registered
bonds without coupons and shall be substantially of the tenor and purport, and in the
form, hereinbefore recited. The bonds of said series shall mature on December 1, 2013,
and shall be issued in any denominations that the Company may execute and deliver. The
bonds of said series shall bear interest at the rate of four and eight-tenths percent
(4.80%) per annum, payable semiannually on June 1 and December 1 of each year commencing
June 1, 2004. Bonds of said series issued prior to June 1, 2004 shall be dated as of
December 1, 2003 and bonds of said series issued on and after June 1, 2004 shall be dated
as provided in Section 2.09 of the 1941 Mortgage. Principal and interest will be payable
to the registered owner of the bonds of said series, and at the address thereof,
appearing on the Company’s books for registration and registration of transfer. Said
bonds will be nontransferable except to the Senior Trustee and successors thereto, if
any.  





        SECTION
1.02. The aggregate principal amount of all bonds of Collateral Series D which may at any
time be certified, issued and outstanding shall be limited to $125,000,000, subject to
the right of the Company to reopen such series for issuances of up to $25,000,000 in
aggregate principal amount of additional bonds of such series, and bonds of said series
may be executed, authenticated, delivered and issued hereunder from time to time subject
to the restrictions and provisions contained in this Supplemental Indenture and in the
1941 Mortgage.  





        SECTION
1.03. The bonds of Collateral Series D are subject to redemption prior to maturity at the
option of the Company, in whole at any time or in part from time to time, at a redemption
price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest thereon
discounted to the date of redemption on a semiannual basis (assuming a 360 day year
consisting of twelve 30-day months) at the Treasury Yield (as hereinafter defined) plus
one-tenth of one percent (0.10%), plus in each case accrued and unpaid interest to the
date of redemption. The redemption price shall be set forth in an Officers’ Certificate
delivered to the Trustee on or before the redemption date.  





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



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




9 









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



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



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






10 









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





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





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





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





11 









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





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





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





        SECTION
1.12. The Company shall have the right to reopen the bonds of Collateral Series D, for
issuances of up to $25,000,000 in aggregate principal amount of additional bonds of such
series (“Additional Bonds”), by written application pursuant to Section 4.01(a)
of the 1941 Mortgage for the authentication and delivery of such Additional Bonds.
Additional Bonds may be executed, authenticated, delivered, and issued upon and subject to
the provisions of the Indenture (including but not limited to those of Articles IV, V, VI,
VII, and/or VIII thereof, if and as applicable); and upon (but only upon) such execution,
authentication, delivery, and issuance, the following additional provisions shall be
deemed to apply: 



        The
bonds of Collateral Series D are hereby reopened for the issuance of Additional Bonds in
the aggregate principal amount specified in the written application of the Company
(provided the aggregate principal amount of all Additional Bonds shall not exceed
$25,000,000, in all events), which shall constitute a further issuance of, and will be
consolidated with, the bonds of Collateral Series D so as to form a single series with the
bonds of Collateral Series D, and shall have the same terms as the bonds of such series,
except that the Additional Bonds shall be dated (and shall bear interest) as provided in
Section 1.01 of this Supplemental Indenture. The Additional Bonds shall be substantially
in the form hereinbefore recited but may contain such changes as may be appropriate to
reflect their date or dates of issuance. 



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




12 










ARTICLE II.  




CONFIRMATION OF LIEN 



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





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



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




ARTICLE III.  




PARTICULAR COVENANTS OF
THE COMPANY 



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



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





13 









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





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





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






ARTICLE IV.  




MISCELLANEOUS 



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





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





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





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






14 









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





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





        SECTION
4.05. This Supplemental Indenture may be executed in several counterparts, and all said
counterparts executed and delivered, each as an original, shall constitute but one and
the same instrument.  





        SECTION
4.06. This Supplemental Indenture shall be effective and binding from and after the time
of actual execution and delivery thereof, notwithstanding the fact that such execution
and delivery may occur prior or subsequent to December 1, 2003.  





        SECTION
4.07. The debtor and its mailing address is WISCONSIN PUBLIC SERVICE CORPORATION, 700
North Adams Street, P.O. Box 19001, Green Bay, WI 54307. The secured party and its
address, from which information concerning the security interest hereunder may be
obtained, is U.S. BANK NATIONAL ASSOCIATION, Corporate Trust Services, 180 East Fifth
Street, Suite 200, SPTF0210, Saint Paul, MN 55101.  





        IN
WITNESS WHEREOF, the party of the first part has caused its corporate name and seal to be
hereunto affixed and this Supplemental Indenture to be signed by its President or Vice
President, and attested by its Secretary or an Assistant Secretary, for and in its behalf,
and the party of the second part has caused its corporate name to be hereunto affixed, and
this Supplemental Indenture to be signed by its Assistant Vice President for and in its
behalf, all done as of the first day of December, 2003. 


		WISCONSIN PUBLIC SERVICE
CORPORATION
	
[SEAL]	 
	
	By: /s/ Joseph P. O'Leary
		       Joseph P. O'Leary
		       Senior Vice President and Chief Financial Officer






ATTEST: 



/s/ Barth J. Wolf  
    Barth J. Wolf
    Secretary





Executed by Wisconsin
Public Service Corporation, in presence of:  




/s/ Mark Van De Laarschot
Mark Van De Laarschot  





/s/ Lisa Johnson 
 Lisa Johnson



		U.S. BANK NATIONAL ASSOCIATION
	
 	 
	
	By: /s/ Peter M. Brennan
		       Peter M. Brennan
		       Assistant Vice President






Executed by U.S. Bank National
Association in presence of: 



/s/ Mark Van De Laarschot
Mark Van De Laarschot  




/s/ Lisa Johnson 
 Lisa Johnson




16 









	STATE OF WISCONSIN	}	
		}	ss.
	BROWN COUNTY	}	







        Personally
came before me this 8th day of December, A.D. 2003, Joseph P.
O’Leary, to me known to be the Senior Vice President and Chief Financial Officer, and
Barth J. Wolf, to me known to be the Secretary of the above-named WISCONSIN PUBLIC
SERVICE CORPORATION, the corporation described in and which executed the foregoing
instrument, and to me known to be the persons who as such officers executed the foregoing
instrument in the name and behalf of said corporation, and acknowledged the same, and
acknowledged that the seal affixed to said instrument is the corporate seal of said
corporation, and that they signed, sealed and delivered said instrument in the name and
behalf of said corporation by authority of its Board of Directors and said Joseph P.
O’Leary and Barth J. Wolf then and there acknowledged said instrument to be the
free act and deed of said corporation by each of them voluntarily executed. 



        Given
under my hand and notarial seal this 8th day of December, A.D. 2003. 



		/s/ Kim M. Michiels
		Kim M. Michiels
		Notary Public, Brown County, Wisconsin
		My commission expires:  May 16, 2004







(NOTARIAL SEAL) 




17 







	STATE OF WISCONSIN	}	
		}	ss.
	BROWN COUNTY	}	





        Personally
came before me this 8th day of December, A.D. 2003, Peter M. Brennan,
to me known to be an Assistant Vice President of the above-named U.S. BANK NATIONAL
ASSOCIATION, the corporation described in and which executed the foregoing instrument, and
to me known to be the person who as such officer executed the foregoing instrument in the
name and behalf of said corporation, and acknowledged the same, and that he signed and
delivered said instrument in the name and behalf of said corporation by authority of its
Board of Directors and said Peter M. Brennan then and there acknowledged said
instrument to be the free act and deed of said corporation by him voluntarily executed. 



        Given
under my hand and notarial seal this 8th day of
December, A.D. 2003. 


		/s/ Kim M. Michiels
		Kim M. Michiels
		Notary Public, Brown County, Wisconsin
		My commission expires:  May 16, 2004







(NOTARIAL SEAL) 



This instrument was drafted by
Attorney Benjamin D. Levin of the law firm of Foley & Lardner, Milwaukee, Wisconsin. 




18 









SCHEDULE A 



        The
property referred to in Article II of the foregoing Supplemental Indenture from Wisconsin
Public Service Corporation to U.S. Bank National Association (successor to Firstar Bank,
National Association, successor to Firstar Trust Company, formerly known as First
Wisconsin Trust Company), Trustee, dated as of December 1, 2003 is that herein
specifically described and enumerated or referred to in this Schedule A. 




LANGLADE COUNTY 




Project 0150099004 



Lot One (1) of the CERTIFIED SURVEY
MAP recorded on December 12, 2002 at 12:06 P.M., in the Office of the Register of Deeds
for Langlade County, Wisconsin, in Volume 11 of Certified Surveys at page 47 as Document
No. 362349 and being part of the Southeast Quarter (SE 1⁄4) of the Northwest Quarter
(NW 1⁄4) of Section Nineteen (19), Township Thirty-one (31) North, Range Eleven (11)
East. (City of Antigo, Langlade County, Wisconsin) 



Tax Key 201-2942.09 (Subject premises
and other lands) 




BROWN COUNTY 




DEPERE ENERGY CENTER 



Leasehold estate created by Lease
Agreement, dated December 5, 1997 by and between International Paper Company, as lessor,
and De Pere Energy L.L.C., as lessee, a memorandum of which was recorded in the Office of
the Register of Deeds for Brown County, Wisconsin on January 16, 1998 as Document No.
1590359, as amended by Amendment of Lease Agreement, dated December 16, 2002, a memorandum
of which was recorded in the Office of the Register of Deeds for Brown County, Wisconsin
on December 23, 2002 as Document No. 1965538; and assigned to Wisconsin Public Service
Corporation by Assignment and Assumption of Lease, Lessor’s Consent and Estoppel
Certificate, dated December 16, 2002 and recorded in the Office of the Register of Deeds
for Brown County, Wisconsin on December 23, 2002 as Document No. 1965540, demising the
land described below for the term provided in said Lease Agreement and vesting and
reserving to said lessee fee simple title to all improvements constructed by the lessee
pursuant to the terms of said Lease Agreement, and fee simple title to all such
improvements constructed by the lessee pursuant to the terms of said Lease Agreement. 




PARCEL A 



A parcel of land being a part of
Lot’s 23, 24, 25, 26, 27, and 28, Block 5, and being a part of vacated Water Street,
all in De Pere Company’s Addition to De Pere, located in Private Claim 29, West Side
of the Fox River, in the City of De Pere, Brown County, Wisconsin, described as: 




A-1 









Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411, Brown County Records; thence
North 06°41'08” East along the East right of way of Third Street, 51.02 feet;
thence North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 264.93 feet to the Northeast corner of Lot 12, said Block 6;
thence North 06°41'08” East, 6.00 feet to the centerline of an alley vacated in
Jacket 15054, Image 03; thence North 83°16'37” West along said centerline, 243.90
feet; thence South 06°41'08” West, 6.00 feet to the North line of said Block 6;
thence North 83°16'37” West along said North line, 45.15 feet to the Northwest
corner of Lot 23, said Block 6; thence North 06°41'08” East, 12.00 feet to the
centerline of said vacated alley; thence North 83°16'37” West along said
centerline, 120.00 feet to the East right of way line of Fifth Street; thence North
06°41'08” East, 242.15 feet; thence North 76°40'30” East, 52.38 feet to
the POINT OF BEGINNING of Parcel A; thence North 13°19'30” West, 75.00 feet;
thence North 76°40'30” East, 75.00 feet; thence South 13°19'30” East,
75.00 feet; thence South 76°40'30" West, 75.00 feet to the point of beginning. 




PARCEL B 



A parcel of land being a part of
Lot’s 4-15 extended Northeasterly to the water’s edge of the Fox River, Block 5,
De Pere Company’s Addition to De Pere, located in Private Claim 29, West Side of the
Fox River, City of De Pere, Brown County, Wisconsin, described as: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 264.93 feet to the Northeast corner of Lot 12, said Block 6;
thence North 06°41'08” East, 6.00 feet to the centerline of an alley vacated in
Jacket 15054, Image 03; thence North 83°16'37” West along said centerline, 243.90
feet; thence South 06°41'08” West, 6.00 feet to the North line of said Block 6;
thence North 83°16'37” West along said North line, 45.15 feet to the Northwest
corner of Lot 23, said Block 6; thence North 06°41'08” East, 12.00 feet to the
centerline of said vacated alley; thence North 83°16'37” West along said
centerline, 120.00 feet to the East right of way line of Fifth Street; thence North
06°41'08” East, 242.15 feet; thence North 76°40'30” East, 270.34 feet;
thence South 87°56'36” East, 99.05 feet to the POINT OF BEGINNING of Parcel B;
thence North 22°25'12” East, 200.00 feet; thence South 67°34'48” East,
100.00 feet; thence North 22°25'12” East, 238.18 feet to a meander line on the
Fox River (said point is South 22°25'12” West, 30 feet from the water’s edge
of the Fox River); thence South 58°12'35” East along said meander line, 132.13
feet (said point is South 40°04'44” West, 30 feet from the water’s edge of
the Fox River); thence South 40°04'44” West, 45.06 feet; thence South
17°24'18” West, 263.72 feet; thence North 65°23'46” West, 113.63 feet;
thence South 42°44'28” West, 43.31 feet; thence South 56°06'22" West,
20.10 feet; thence South 02°39'34” East, 34.66 feet; thence 118.06 feet along the
arc of a 463.60 foot radius curve to the left (having a long chord which bears North
80°38'53” West, 117.74 feet) to the point of beginning of Parcel B. 




A-2 










PARCEL C 



A parcel of land being a part of
Lot’s 7-21, Block 5, also being a part of Lot’s 29-33, Block 6, also being a
part of vacated Water Street, and part of the vacated alley recorded in Jacket 15054,
Image 03, and part of the Race, all in De Pere Company’s Addition to De Pere, located
in Private Claim 29, West side of the Fox River, City of De Pere, Brown County, Wisconsin,
described as: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 133.02 feet to the POINT OF BEGINNING of Parcel C; thence
continuing North 83°16'37” West along the North line of said Block 6, 131.91 feet
to the Northeast corner of Lot 12, Block 6; thence North 06°41'08” East, 6.00
feet to the centerline of an alley vacated in Jacket 15054, Image 03; thence North
83°16'37” West along said centerline, 243.90 feet; thence South
06°41'08” West, 6.00 feet to the North line of said Block 6; thence North
83°16'37" West along said north line, 45.15 feet to the northwest corner of Lot
23, said Block 6; thence North 06°41'08" East, 12.00 feet to the centerline of
said vacated alley; thence North 83°16'37” West along said centerline, 120.00
feet to the east right of way line of Fifth Street; thence North 06°41'08” East,
190.07 feet; thence 76.32 feet along the arc of a 388.00 foot radius curve to the right
(having a long chord which bears North 72°12'39" East, 76.20 feet); thence North
77°50'47” East, 183.04 feet; thence 107.70 feet along the arc of a 363.00 foot
radius curve to the right (having a long chord which bears North 86°20'47” East,
107.31 feet); thence South 85°09'13” East, 48.22 feet; thence 47.19 feet along
the arc of a 208.00 foot radius curve to the right (having a long chord which bears South
78°39'13” East, 47.09 feet); thence South 72°09'13” East, 32.83 feet,
thence South 05°29'43” East, 310.65 feet to the Point of Beginning of Parcel C. 




EASEMENT FOR PARCEL A
AND C 



A parcel of land being a part of
vacated Water Street, De Pere Company’s Addition to De Pere, located in Private Claim
29, West Side of the Fox River, City of De Pere, Brown County, Wisconsin, said parcel of
land being 25.00 feet in width and parallel to and bisected by the following described
centerline: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 264.93 feet to the Northeast corner of Lot 12, said Block 6;
thence North 06°41'08” East, 6.00 feet to the centerline of an alley vacated in
Jacket 15054, Image 03; thence North 83°16'37” West along said centerline, 243.90
feet; thence South 06°41'08” West, 6.00 feet to the North line of said Block 6;
thence North 83°16'37” West along said North line, 45.15 feet to the Northwest
corner of Lot 23, said Block 6; thence North 06°41'08” East, 12.00 feet to the
centerline of said vacated alley; thence North 83°16'37” West along said
centerline, 120.00 feet to the East right of way line of Fifth Street; thence North
06°41'08” East, 242.15 feet; thence North 76°40'30” East, 89.88 feet to
the POINT OF BEGINNING of the easement centerline; thence South 13°19'30” East,
43.66 feet to the POINT OF TERMINATION of the easement centerline. 




A-3 










EASEMENT FOR PARCEL B
AND C 



A parcel of land being a part of
Lot’s 12, 13, and 14 extended Northeasterly to the water’s edge of the Fox
River, Block 5, De Pere Company’s Addition to De Pere, located in Private Claim 29,
West Side of the Fox River, City of De Pere, Brown County, Wisconsin, said parcel of land
being 25.00 feet in width and parallel to and bisected by the following described
centerline: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 264.93 feet to the Northeast corner of Lot 12, said Block 6;
thence North 06°41'08” East, 6.00 feet to the centerline of an alley vacated in
Jacket 15054, Image 03; thence North 83°16'37” West along said centerline, 243.90
feet; thence South 06°41'08” West, 6.00 feet to the North line of said Block 6;
thence North 83°16'37” West along said North line, 45.15 feet to the Northwest
corner of Lot 23, said Block 6; thence North 06°41'08” East, 12.00 feet to the
centerline of said vacated alley; thence North 83°16'37” West along said
centerline, 120.00 feet to the East right of way line of Fifth Street; thence North
06°41'08” East, 242.15 feet; thence North 76°40'30” East, 270.34 feet,
thence South 87°56'36” East, 99.05 feet; thence 35.01 feet along the arc of a
463.60 foot radius curve to the right (having a long chord which bears South
85°46'48” East, 35.00 feet) to the POINT OF BEGINNING of the easement centerline;
thence South 04°50'47” West, 42.86 feet to the POINT OF TERMINATION of the
easement centerline. 




EASEMENT FOR PARCEL C 



A parcel of land being a part of the
vacated alley recorded in Jacket 15054, Image 03, and a part of the Race, all in De Pere
Company’s Addition to De Pere, located in Private Claim 29, West Side of the Fox
River, City of De Pere, Brown County, Wisconsin, described as: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere, the POINT OF BEGINNING of this easement;
thence North 83°16'37” West along the North line of said Block 6, 133.02 feet;
thence North 05°29'43” West, 68.15 feet; thence South 74°50'48" East,
60.65 feet; thence South 63°39'29” East, 92.84 feet; thence South
06°43'23” West, 26.55 feet to the Point of Beginning of this easement. 




A-4 










NON-EXCLUSIVE EASEMENT
FOR INGRESS AND EGRESS FOR PARCEL C 



A parcel of land being a part of De
Pere Company’s Addition to De Pere, located in Private Claim 29, West Side of the Fox
River, City of De Pere, Brown County, Wisconsin, described as: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 566.46 feet to the
POINT OF BEGINNING of this easement; thence continuing North 83°16'37” West along
said north line, 70.04 feet; thence North 06°43'23” East, 14.55 feet; thence
South 83°16'37” East, 70.05 feet; thence South 06°43'23” West, 14.55
feet to the Point of Beginning of this easement. 




NON-EXCLUSIVE EASEMENT
FOR INGRESS AND EGRESS FOR PARCELS A, B AND C 



A parcel of land being a part of
Fifth Street, a part of vacated Water Street, a part of Lots 9-24 extended northeasterly
to the water’s edge of the Fox River, part of Lots 27-28 extended northeasterly to
the water’s edge of the Fox River, all in Block 5; part of Lot 1 extended
northeasterly to the water’s edge of the Fox River, Block 7, De Pere Company’s
Addition to De Pere, located in Private Claim 29, West Side of the Fox River, City of De
Pere, Brown County, Wisconsin, described as: 



Commencing at the intersection of the
East right of way line of Third Street and the Northerly right of way line of the Claude
Allouez Bridge approach as described in Volume 879, Page 411; thence North
06°41'08” East along the East right of way of Third Street, 51.02 feet; thence
North 83°16'37” West along the South line of Lot 9, Block 2, De Pere
Company’s Addition to De Pere, 42.00 feet; thence North 06°41'08” East along
land described in Volume 275, page 233, 42.00 feet; thence North 83°16'37” West
along the North line of an alley described in Volume 71, page 134, 636.50 feet; thence
South 06°41'08” West, 12.00 feet to the Northeasterly corner of Lot 1, Block 6,
De Pere Company’s Addition to De Pere; thence North 83°16'37” West along the
North line of said Block 6, 264.93 feet to the Northeast corner of Lot 12, said Block 6;
thence North 06°41'08” East, 6.00 feet to the centerline of an alley vacated in
Jacket 15054, Image 03; thence North 83°16'37” West along said centerline, 243.90
feet; thence South 06°41'08” West, 6.00 feet to the North line of said Block 6;
thence North 83°16'37” West along said North line, 45.15 feet to the Northwest
corner of Lot 23, said Block 6; thence North 06°41'08” East, 12.00 feet to the
centerline of said vacated alley; thence North 83°16'37” West along said
centerline, 120.00 feet to the east right of way line of Fifth Street; thence North
06°41'08” East, 128.03 feet along the easterly right of way line of Fifth Street
to the POINT OF BEGINNING of herein described easement; thence North 83°19'18”
West, 75.00 feet to the west right of way line of Fifth Street; thence North
06°41'08” East, 79.35 feet along said west right of way; thence North
71°48'05” East, 82.68 feet; thence North 27°51'51” East, 19.13 feet;
thence North 14°30'07" West, 43.28 feet; thence North 79°36'16” East,
40.72 feet; thence South 13°19'30” East, 55.58 feet; thence North
76°40'30” East, 217.96 feet; thence South 87°56'36” East, 99.05 feet;
thence 118.06 feet along the arc of a 463.60 foot radius curve to the right, having a long
chord which bears South 80°38'53” East, 117.74 feet; thence South
00°16'36” West, 46.09 feet; thence North 72°09'13” West, 32.83 feet;
thence 47.19 feet along the arc of a 208.00 foot radius curve to the left, having a long
chord which bears North 78°39'13” West, 47.09 feet; thence North
85°09'13” West, 48.22 feet; thence 107.70 feet along the arc of a 363.00 foot
radius curve to the left, having a long chord which bears South 86°20'47” West,
107.31 feet; thence South 77°50'47” West, 183.04 feet; thence 76.32 feet along
the arc of a 388.00 foot radius curve to the left, having a long chord which bears South
72°12'39” West, 76.20 feet; thence South 06°41'08” West, 62.04 feet to
the Point of Beginning of this easement. 




A-5 










MARATHON COUNTY 




Project 0150003029 



Lot One (1), according to the
recorded Plat of Seidler’s Subdivision, in the Town (now Village) of Kronenwetter,
Marathon County, Wisconsin. 



PIN:                 
             37.145.4.2707.033.0001 
Tax ID No:              63.0640.000.001





Project 0150003029 



That part of Government Lot Seven
(7), Section Three (3), Township Twenty-seven (27) North, Range Seven (7) East, in the
Town (now Village) of Kronenwetter, Marathon County, Wisconsin, described as follows: 



Commencing at a point 33 feet West of
the Southeast corner of said Government Lot 7; thence West 346.5 feet; thence North 330
feet; thence East 346.5 feet, parallel to the South line of said Government Lot 7; thence
South 330 feet to the point of beginning; EXCEPT any portions thereof used for highway
purposes. 




Tax Parcel No.  
63.032707.Ogl.007.03.00
PIN No.   37.145.4.2707.035.0978 




A-6 










MARINETTE COUNTY 




Project 0150002049 



Part of Lot One (1) of Certified
Survey Map No. 829; said map being part of the Southwest Quarter of the Fractional
Southwest Quarter (SW 1⁄4 of Frac. SW 1⁄4), Section Thirty (30), Township
Thirty-three (33) North, Range Nineteen (19) East, in the Town of Stephenson, Marinette
County, Wisconsin, described as follows: 



Commencing at the South quarter
corner of Section 30, Township 33 North, Range 19 East; thence North 87 deg. 02 min. 26
sec. West, 1186.34 feet along the South line of the Frac. SW 1⁄4 of said Section 30
to the point of beginning; thence continuing North 87 deg. 02 min. 26 sec. West 1139.14
feet along said South line to the Southwest corner of said Section 30; thence North 01
deg. 49 min. 40 sec. East, 1323.79 feet along the West line of said Frac. SW 1⁄4;
thence South 87 deg. 15 min. 31 sec. East 432.85 feet along the North line of the SW
1⁄4 of said Frac. SW 1⁄4; thence South 01 deg. 15 min. 14 sec. West, 791.08
feet; thence South 86 deg. 54 min. 06 sec. East 692.73 feet; thence South 01 deg. 13 min.
19 sec. West, 533.02 feet along the East line of Lot 1 of Certified Survey Map Number 829,
Marinette County Records as previously surveyed and monumented to the point of beginning. 



TOGETHER WITH a non-exclusive
easement for ingress and egress to afford access from Archer Lane to subject lands
described as: The Easterly 25 feet of Lot 2 of Certified Survey Map No. 829. 




Tax Parcel Number:
032-05310.000 (PARENT) 




OCONTO COUNTY 




Project 0150003021 



Part of Lot One (1), Vol. 20
Certified Survey Maps, Page 96, Map No. 3167, as Doc. No. 494338; said map being part of
the Southeast Quarter of the Northeast Quarter (SE 1⁄4 of NE 1⁄4), of Section
Twenty-seven (27), Township Twenty-eight (28) North, Range Twenty (20) East, in the Town
of Stiles, Oconto County, Wisconsin, described as follows: 



Commencing at the Northeast corner of
Vol. 8 Certified Survey Maps, Page 62; thence South 86 deg. 25 min. 03 sec. West 469.65
feet along the North line of said Certified Survey Map; thence North 03 deg. 34 min. 57
sec. West 99.60 feet; thence North 86 deg. 25 min. 03 sec. East 478.54 feet; thence South
01 deg. 31 min. 23 sec. West 100.00 feet to the point of beginning. 



This parcel is adjoining property to
Parcel No. 040-2727007141A and shall be combined to the same. 




Tax Parcel Number: PART
OF 040-2727009143 




A-7 










Project 0150002039 



Outlot One (1), Vol. 25 Certified
Survey Maps, Page 31, Map No. 3589, as Doc. No. 542493; said map being part of the
Southwest Quarter of the Southwest Quarter (SW 1⁄4 of SW 1⁄4), Section Fourteen
(14), Township Twenty-nine (29) North, Range Twenty (20) East, in the Town of Lena, Oconto
County, Wisconsin. 




Tax Parcel Number:
020-141401233A (PARENT) 






A-8