INTEGRYS ENERGY GROUP, INC. Underwriting AgreementIntegrys Energy Group, Inc. • August 15th, 2013 • 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, $400,000,000 principal amount of its securities identified in Schedule I hereto (the “Securities”) to be issued under a Subordinated Indenture, dated as of November 13, 2006, 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 Second Supplemental Indenture, dated as of August 15, 2013, 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
