0000916863-10-000208 Sample Contracts

INTEGRYS ENERGY GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 22nd, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois

You have been granted a nonqualified stock option with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”) This Agreement sets forth the terms, rights and obligations of you and the Company with respect to the grant of this option. This option shall not become effective until you sign and return the “Acknowledgement Form” from this Agreement to Human Resources.

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INTEGRYS ENERGY GROUP, INC. PERFORMANCE STOCK RIGHT AGREEMENT
Performance Stock Right Agreement • September 22nd, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • Illinois

You have been granted a Performance Stock Right with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). This Agreement sets forth the terms, rights and obligations of you and the Company with respect to your Performance Stock Right. This Agreement shall not become effective until you sign and return the “Acknowledgement Form” from this Agreement to Human Resources.

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