form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934




Date of Report:          September 16, 2010          
(Date of earliest event reported)


Commission
File Number
Registrant; State of Incorporation
Address; and Telephone Number
IRS Employer
Identification No.
     
1-11337
 
INTEGRYS ENERGY GROUP, INC.
(A Wisconsin Corporation)
130 East Randolph Drive
Chicago, Illinois  60601-6207
(312) 228-5400
39-1775292
     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
   
Amendment to Compensation Plans
 
On September 16, 2010, the Board of Directors of Integrys Energy Group, Inc. (the “Company”) approved an amended and restated Deferred Compensation Plan and an amended and restated Pension Restoration and Supplemental Retirement Plan (collectively, the “Plans”).  The amended and restated Plans are effective January 1, 2011.  The Plans were amended to, among other things, provide that an acceleration of vesting will not automatically occur upon a change in control, but, rather, that vesting will accelerate only upon the termination of employment following a change in control.
 
The amended and restated Deferred Compensation Plan and the amended and restated Pension Restoration and Supplemental Retirement Plan are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated into this Current Report on Form 8-K by reference.
 
Form of Award Agreements
 
On September 16, 2010, the Board of Directors of the Company adopted the form of Restricted Stock Unit Agreement, Performance Stock Right Agreement and Stock Option Agreement to be used under the Company’s previously approved 2010 Omnibus Incentive Compensation Plan.
 
The form of the Restricted Stock Unit Agreement, the Performance Stock Right Agreement and the Stock Option Agreement are attached hereto as Exhibits 10.3, 10.4 and 10.5, respectively, and are incorporated into this Current Report on Form 8-K by reference.
 
   
Item 9.01
Financial Statements and Exhibits
     
 
(d)
Exhibits.  The following exhibits are being filed herewith:
  
       
   
10.1
Integrys Energy Group, Inc. Deferred Compensation Plan, as Amended and Restated Effective January 1, 2011
   
10.2
Integrys Energy Group, Inc. Pension Restoration and Supplemental Retirement Plan, as Amended and Restated Effective January 1, 2011
   
10.3
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Performance Stock Right Agreement approved September 16, 2010
   
10.4
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement approved September 16, 2010
   
10.5
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Nonqualified Stock Option Agreement approved September 16, 2010


 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INTEGRYS ENERGY GROUP, INC.
 
 
 
By:  /s/ Barth J. Wolf                                           
     Barth J. Wolf
     Vice President, Chief Legal Officer and Secretary
 
 
Date:  September 22, 2010

 
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INTEGRYS ENERGY GROUP, INC.

Exhibit Index to Form 8-K
Dated September 16, 2010


Exhibit
Number
  
   
10.1
Integrys Energy Group, Inc. Deferred Compensation Plan, as Amended and Restated Effective January 1, 2011
10.2
Integrys Energy Group, Inc. Pension Restoration and Supplemental Retirement Plan, as Amended and Restated Effective January 1, 2011
10.3
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Performance Stock Right Agreement approved September 16, 2010
10.4
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Restricted Stock Unit Award Agreement approved September 16, 2010
10.5
Form of Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan Nonqualified Stock Option Agreement approved September 16, 2010

 
 

 
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