INTEGRYS ENERGY GROUP, INC. Underwriting AgreementIntegrys Energy Group, Inc. • November 15th, 2010 • Electric & other services combined • New York
Integrys Energy Group, Inc., a corporation organized under the laws of Wisconsin (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an Indenture, dated as of October 1, 1999, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented to the date hereof (as so amended and supplemented, the “Original Indenture”) and to be further supplemented by the Fifth Supplemental Indenture, dated as of November 1, 2010, creating the series in which the Securities are to be issued (the “Supplemental Indenture”). The term “Indenture,” as used herein, means the Original Indenture as supplemented by the Supplemental Indenture. To the extent there are no additional Underwriters listed on Schedule I other than you, the
REPLACEMENT CAPITAL COVENANTCapital Covenant • November 15th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined
Fifth supplemental indenture FROM Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation) To Trustee Dated as of November 1, 2010 Supplemental to Indenture Dated as of October 1, 1999Integrys Energy Group, Inc. • November 15th, 2010 • Electric & other services combined • Wisconsin
This Fifth Supplemental Indenture is made as of the 1st day of November, 2010 by and between Integrys Energy Group, Inc. (f/k/a WPS Resources Corporation), a corporation duly organized and existing under the laws of the State of Wisconsin (the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”), and successor to Firstar Bank National Association.
