FOURTH SUPPLEMENTAL
INDENTURE 




FROM 




WISCONSIN PUBLIC
SERVICE CORPORATION 




TO 




U.S. BANK NATIONAL
ASSOCIATION
(SUCCESSOR TO FIRSTAR BANK, NATIONAL ASSOCIATION AND
FIRSTAR BANK,
MILWAUKEE, N.A., NATIONAL ASSOCIATION) 




TRUSTEE 



     _________________ 




Dated as of December 1,
2003 




SUPPLEMENTAL TO
INDENTURE
Dated as of December
1, 1998 





Senior Debt Securities 













        This
FOURTH SUPPLEMENTAL INDENTURE is made as of the 1st day of December, 2003, by
and between WISCONSIN PUBLIC SERVICE CORPORATION, a corporation duly organized and
existing under the laws of the State of Wisconsin (the “Company”), and U.S. BANK
NATIONAL ASSOCIATION (successor to Firstar Bank, National Association and Firstar Bank
Milwaukee, N.A., National Association), a national banking association duly organized and
existing under the laws of the United States, as trustee (the “Trustee”). 




RECITALS OF THE
COMPANY: 




        WITNESSETH:
that 





        The
Company has heretofore executed and delivered its Indenture (hereinafter referred to as
the “Indenture”), made as of December 1, 1998; and 



        Section
3.1 of the 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 “Senior Notes,
4.80% Series Due December 1, 2013 (the “Securities of the Series due 2013”); and 



        Section
10.1 of the 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 



        The
execution and delivery of this Fourth 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 Securities of the Series
due 2013 are, and are to be, authenticated, issued and delivered, and in consideration of
the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental
Indenture, the receipt whereof is hereby acknowledged, the Company covenants and agrees
with the Trustee for the equal and proportionate benefit of the respective Holders from
time to time of such Securities as follows: 



1 











ARTICLE I  
RELATION TO INDENTURE;
DEFINITIONS





SECTION 1.1  



        This
Supplemental Indenture constitutes an integral part of the Indenture. 




SECTION 1.2 



        For
all purposes of this Supplemental Indenture: 



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





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





        (c)              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 Indenture as
follows: 



        (a)              The
title of the Securities of the series hereby established is “Senior           Notes,
4.80% Series Due December 1, 2013.” 





        (b)              The
aggregate principal amount of the Securities of the Series due 2013 which           may
be authenticated and delivered under the 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, 10.06 or 12.07) shall be limited to One Hundred and
          Twenty-Five Million Dollars ($125,000,000), subject to the right of the Company
          to reopen the Securities of the Series due 2013 for issuances of up to
          $25,000,000 in aggregate principal amount of additional Securities of the
Series           due 2013.  








        (c)              The
Company shall have the right to reopen the Securities of the Series due 2013
          for issuances of up to $25,000,000 in aggregate principal amount of additional
          Securities (“Additional Securities of the Series due 2013”). The
          aggregate principal amount of all Additional Securities of the Series due 2013
          shall not exceed $25,000,000. The issuance of any Additional Securities of the
          Series due 2013 shall constitute a further issuance of, and will be
consolidated           with, the Securities of the Series due 2013, so as to form a
single series.  The Additional Securities of the Series due 2013 shall be substantially
in the form hereinafter recited, but may contain such changes as may be appropriate to
reflect their date or dates of issuance. Where appropriate references to the Securities
of the Series due 2013 in this Supplemental Indenture shall be deemed to include the
Additional Securities of the Series due 2013.  






2 









        (d)              The
Securities of the Series due 2013 are to be issued in permanent global form
          without coupons. The beneficial owners of interests in such permanent Global
          Security or Securities may not exchange such interests for Securities of such
          series other than in the manner provided in Section 2.05 of the Indenture. The
          Depositary for the Securities of the Series due 2013 shall be The Depositary
          Trust Company.  





        (e)              The
Stated Maturity of the Securities of the Series due 2013 is December           1, 2013.  





        (f)              The
Securities of the Series due 2013 shall bear interest at the rate of 4.80%           per
annum and such interest shall accrue from December 1, 2003 (or from the most
          recent Interest Payment Date to which interest on the Securities of the Series
          due 2013 has been paid or provided for). The Interest Payment Dates for the
          Securities of the Series due 2013 shall be June 1 and December 1 in each year
          commencing June 1, 2004, and the Regular Record Date for the interest payable
on           any Interest Payment Date shall be the fifteenth day (whether or not a
Business           Day) preceding such Interest Payment Date.  





        (g)              Principal
of and interest on the Securities of the Series due 2013 shall be           payable in
U.S. Dollars at the Corporate Trust Office of the Trustee.  





        (h)              The
Securities of the Series due 2013 are subject to redemption in whole at any
          time or in part from time to time at the option of the Company at a Redemption
          Price equal to the greater of (i) 100% of the principal amount of the
Securities           of the Series due 2013 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 semi-annual basis (assuming a 360 day
year 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           Redemption Date. Such Redemption Date shall be set forth in an
Officers’          Certificate delivered to the Trustee on or before the Redemption
Date and upon           which the Trustee may conclusively rely.  





        For
purposes of this paragraph (h): 



        “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 Notes 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 Notes. “Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the Company. 




3 









        “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 Reference 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. 



        (i)              The
Securities of the Series due 2013 shall not be subject to any sinking fund           and
shall not be redeemable at the option of the Holders thereof.  





        (j)              The
Securities of the Series due 2013 shall initially be issued in whole in the
          form of one or more Global Securities. If individual securities of the Series
          due 2013 are issued under the conditions specified in Section 2.05 of the
          Indenture, individual certificates will be issued in denominations of $1,000 or
          any integral multiple thereof.  





        (k)              The
Related Series of Collateral Bonds being delivered to the Trustee in           connection
with the issuance of the Securities of the Series due 2013 is the           Company’s
First Mortgage Bonds, Collateral Series D.  





        Such
Securities of the Series due 2013 and Additional Securities of the Series due 2013, if
any, shall be initially authenticated and delivered from time to time upon delivery to the
Trustee of the documents required by Section 3.1 of the Indenture and the form of
Securities for the Securities of the Series due 2013 and Additional Securities of the
Series due 2013, if any, substantially in the form of Security attached hereto as
Appendix I, which is incorporated herein by reference. 




ARTICLE III 
TRANSFER
OF COLLATERAL BONDS  



        The
Company hereby issues, delivers and transfers to the Trustee in connection with the
issuance of the Securities of the Series due 2013 One Hundred and Twenty-Five Million
Dollars ($125,000,000) aggregate principal amount of a related issue of Collateral Bonds
of the Company designated “First Mortgage Bonds, Collateral Series D”
(each, a “Related Issue,” as to the series of Securities it secures, and, the
“Collateral Bonds”), which has been fully registered in the name of the Trustee
in such capacity, to be held in trust for the benefit of the Holders from time to time of
the Related Issue of Securities and, if such transfer does not constitute a sale of the
Collateral Bonds to the Trustee, the Company hereby grants a perfected security interest
in the Collateral Bonds for the benefit of such Holders, in each case as security for any
and all obligations of the Company under the Indenture, this Supplemental Indenture and
the Related Issue of Securities, including but not limited to (1) the full and prompt
payment of the interest on, principal of, and premium, if any, on such Related Issue of
Securities when and as the same shall become due and payable in accordance with the terms
and provisions of the Indenture and this Supplemental Indenture and such Related Issue of
Securities, either at the Stated Maturity thereof, upon acceleration of the maturity
thereof or upon redemption, and (2) the full and prompt payment of any interest on such
Related Issue of Securities when and as the same shall become due and payable in
accordance with the terms and provisions of the Indenture and this Supplemental Indenture
and such Related Issue of Securities. The Trustee shall enforce all of its rights under
the First Mortgage Indenture as a holder of each Related Issue of Collateral Bonds
transferred to it as provided in this Article III for the benefit of the Holders of
the respective Related Issue of Securities and the proceeds of the enforcement of such
rights shall be applied by the Trustee to satisfy the Company’s obligations under the
Indenture, this Supplemental Indenture, and such Related Issue of Securities. 




4 









        The
Company shall make payments of the principal of, and premium or interest on each of the
Collateral Bonds to the Trustee, which payments shall be applied by the Trustee to
satisfaction of all obligations then due on the respective Related Issue of Securities. 



        The
Collateral Bonds shall not be sold or transferred by the Trustee until the earlier of the
Release Date or the prior retirement of the Related Issue of Securities through
redemption, repurchase or otherwise. Without limiting the generality of the foregoing, in
no event shall the Collateral Bonds be sold or become the absolute property of any person
in violation of the applicable provisions of Section 201.04(2) of the Wisconsin Statutes
or any successor statutory provision. The “Release Date” shall be the date that
all First Mortgage Bonds of the Company issued and outstanding under the First Mortgage
Indenture, other than the 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, at such time, is continuing under the Indenture. 



        A
copy of the form of Collateral Bond is attached hereto as Appendix II and its terms
are hereby incorporated by reference herein. 




ARTICLE IV

MISCELLANEOUS  




SECTION 4.1 



        The
Trustee has accepted the amendment of the Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the 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 of 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. 




5 










SECTION 4.2 



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




SECTION 4.3 



        (a)              If
any provision of this Supplemental Indenture conflicts with another provision
          of the 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 4.4 



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




SECTION 4.5 



        (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.  




6 









        IN
WITNESS WHEREOF, WISCONSIN PUBLIC SERVICE CORPORATION has caused this Supplemental
Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice
Chairman 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 December
1, 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



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







7 










APPENDIX I 



$___________





CUSIP: No. 976843 BD 3 



        THIS
SECURITY IS A GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO
HEREIN) OR A NOMINEE THEREOF AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.* 



        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY, A NEW YORK CORPORATION (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.* 








	 	
*To
be included so long as Security is a Global Security. 







8 










WISCONSIN PUBLIC
SERVICE CORPORATION
Senior Note, 4.80%
Series Due December 1, 2013 




        WISCONSIN
PUBLIC SERVICE CORPORATION, a corporation duly organized and existing under the laws of
Wisconsin (herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ____________________, or registered assigns, the principal sum of
____________________ on December 1, 2013 and to pay interest thereon from December 1, 2003
or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1 and December 1 in each year, commencing June 1,
2004, at the rate of 4.80% per annum, 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 rate of 4.80% per annum on any overdue principal and premium and on
any overdue installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which
shall be the close of business on the fifteenth calendar day next preceding such Interest
Payment Date (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 to be fixed by the Trustee,
notice whereof shall be 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
not inconsistent with the requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. 



        Payment
of the principal of (and premium, if any) and any such 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 at the option of the Company payment of
interest may be made by wire transfer of immediately available funds into the account
specified by the Depositary so long as this note is in the form of Global Security and
otherwise by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register. 



        Prior
to the Release Date (as hereinafter defined), the Securities will be secured by First
Mortgage Bonds, Collateral Series D (the “Collateral Bonds”), issued and
delivered by the Company to the Trustee for the benefit of the Holders of the Securities
(as defined herein), issued under the First Mortgage and Deed of Trust dated January 1,
1941, from the Company to First Wisconsin Trust Company (subsequently succeeded by U.S.
Bank National Association), Saint Paul, Minnesota, as supplemented and amended by the
supplemental indentures thereto (the “First Mortgage Indenture”). Reference is
made to the First Mortgage Indenture and the Indenture for a description of the rights of
the Trustee as holder of the Collateral Bonds, the property mortgaged and pledged under
the First Mortgage Indenture, the rights of the Company and of the Mortgage Trustee in
respect thereof, the duties and immunities of the applicable Mortgage Trustee, the terms
and conditions upon which the Collateral Bonds are held by the Trustee for the benefit of
the Holders of Securities, and the circumstances under which additional First Mortgage
Bonds may be issued. 




9 









        From
and after such time as all First Mortgage Bonds (other than Collateral Bonds) issued under
the First Mortgage Indenture have been retired through payment, redemption or otherwise
(including those First Mortgage Bonds the payment for which has been provided for in
accordance with the First Mortgage Indenture) at, before or after the maturity thereof and
provided that no default or event of default under the Indenture has occurred and is
continuing (the “Release Date”), the Collateral Bonds shall cease to secure the
Securities in any manner, and, at the option of the Company, the Securities either (a)
will become unsecured general obligations of the Company or (b) will be secured by First
Mortgage Bonds issued under an Indenture other than the First Mortgage Indenture. In
certain circumstances prior to the Release Date as provided in the Indenture, the Company
is permitted to reduce the aggregate principal amount of an issue of Collateral Bonds held
by the Trustee, but in no event prior to the Release Date to an amount less than the
aggregate principal amount outstanding of the related issue of Securities initially issued
contemporaneously with such Collateral Bonds. 



        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. 



        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 benefit
under the 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. 




		WISCONSIN PUBLIC SERVICE

    CORPORATION
	
 	 
	
	By:

	
ATTEST:
	        [SEAL]







10 










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 Indenture. 




	 	

		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 December 1, 1998 (herein called the “Indenture”), between the
Company and a predecessor of U.S. Bank National Association, as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to
which 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 One Hundred and Twenty-Five Million Dollars ($125,000,000), subject to the right of the
Company to reopen this series for issuances of up to $25,000,000 in aggregate principal
amount of additional Securities of this series. 



        The
Securities of this series are subject to redemption upon not less than 30 nor more than 45
days’ notice by first class mail, in whole at any time or in part from time to time
at the option of the Company at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities of this series 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 First
Supplemental Indenture to the Indenture) plus one-tenth of one percent (0.10%), plus in
each case accrued and unpaid interest to the Redemption Date. 



        In
the event of redemption of this Security in part only, a new Security or Securities of
this series for the unredeemed portion hereof 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 Indenture. Upon payment (i) of the
amount of principal so declared due and payable and (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), 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. 




11 









        This
Security is subject to Defeasance as described in the Indenture. 



        The
Indenture may be modified by the Company and the Trustee without consent of any Holder
with respect to certain matters as described in the Indenture. In addition, the 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 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 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 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 Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, 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 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 premium, 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 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 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. 




12 









        The
Indenture imposes certain limitations on the ability of the Company to, among other
things, merge or consolidate with any other Person or sell, assign, transfer or lease all
or substantially all of its properties or assets. All such covenants and limitations are
subject to a number of important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in the Indenture. 



        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 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 Committee on Uniform Security Identification
Procedures (“CUSIP”), the Company has caused CUSIP numbers 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
Indenture shall have the meanings assigned to them in the Indenture. 




13 










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:_______________________________________ 




14 










APPENDIX II 


		
	No.R-	$_____________






(Form of Bond of
Collateral Series D) 




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. 



        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
___________________________ ($____________) 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 of one percent (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. 




15 









        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: December 1,
2003 



		WISCONSIN PUBLIC SERVICE CORPORATION
	

 	By: _________________________________
		 ____________________________President






ATTEST: 



_______________________________________ 
________________Secretary






16 










(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. 




17 









        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. 




18 









        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) 




(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











19