0000916863-10-000065 Sample Contracts

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement • February 26th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined

• Contract Type
  Purchase and Sale Agreement
• Filed
  February 26th, 2010
• Company
  Integrys Energy Group, Inc.
• Industry
  Electric & other services combined

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated and executed as of January 26, 2010, by and between Macquarie Cook Power Inc., (“MCP”) a corporation organized and existing under the laws of the State of Delaware, Integrys Energy Services, Inc., (“IES”) a Wisconsin corporation, and Integrys Energy Group, Inc., (“IEG”) a Wisconsin corporation (collectively, the “Parties” and individually, a “Party”).

PURCHASE AND SALE AGREEMENT BETWEEN AND AMONG INTEGRYS ENERGY SERVICES, INC., as Seller, AND MACQUARIE COOK POWER INC., as Purchaser DATED AS OF DECEMBER 23, 2009

Purchase and Sale Agreement • February 26th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • New York

• Contract Type
  Purchase and Sale Agreement
• Filed
  February 26th, 2010
• Company
  Integrys Energy Group, Inc.
• Industry
  Electric & other services combined
• Jurisdiction
  New York

This Purchase and Sale Agreement, dated December 23, 2009, is entered into between Integrys Energy Services, Inc., a Wisconsin corporation (the “Seller”), and Macquarie Cook Power Inc., a Delaware corporation (the “Purchaser”). Integrys Energy Group, Inc., a Wisconsin corporation (“IEG”), joins herein solely for purposes of manifesting its agreement with the terms and conditions set forth in Section 2.13, Section 7.9, and Section 10.11.

PERSONAL AND CONFIDENTIAL April 2, 2009 Mark A. Radtke Green Bay, WI 54313-8554 Re: Incentive Agreement Dear Mark:

Personal And • February 26th, 2010 • Integrys Energy Group, Inc. • Electric & other services combined • Wisconsin

• Contract Type
  Personal And
• Filed
  February 26th, 2010
• Company
  Integrys Energy Group, Inc.
• Industry
  Electric & other services combined
• Jurisdiction
  Wisconsin

As you know, Integrys Energy Group, Inc., (the “Company”) is engaged in a restructuring process for its wholly owned subsidiary, Integrys Energy Services, Inc. (“TEGE”). This restructuring may involve the sale or transfer of all or portions of TEGE’s and its subsidiaries’ business, and/or an internal reorganization or re-sizing of that business (collectively, the “TEGE Restructuring”). In an effort to ensure business continuity, preserve value and facilitate the TEGE Restructuring (the “Objective”), the Company is therefore willing to enter into this incentive agreement (this “Agreement”) with you, subject to the provisions set forth herein.