Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

b) and c) On December 14, 2012, Integrys Energy Group, Inc. (the "Company") announced that James F. Schott, the Company's vice president - external affairs, will become the Company's vice president and chief financial officer effective January 1, 2013. Mr. Schott succeeds Joseph P. O'Leary, currently the Company's senior vice president and chief financial officer, who has informed the Company that he intends to retire in 2013. Mr. O'Leary will continue to serve as senior vice president and will assist with the transition and other strategic projects until his retirement.

Mr. Schott, 55, has served as the Company's vice president - external affairs since March 2010, and served as the Company's vice president - regulatory affairs from July 2004 until March 2010 and as assistant vice president of regulatory affairs since he joined the Company in 2003. Prior to joining the Company, Mr. Schott held several positions at Wisconsin Gas (now a subsidiary of Wisconsin Energy Corporation) including vice president operations, vice president finance, and controller. Prior to joining Wisconsin Gas, he worked for Arthur Andersen.

On December 14, 2012, the Company also announced:

· Lawrence T. Borgard, currently the Company's president and chief operating officer - utilities, will also assume responsibility for the Company's governmental relations;
· William D. Laakso, currently the vice president human resources, will also add responsibility for the Company's corporate communications;
· Phillip M. Mikulsky, currently the Company's executive vice president - business performance and shared services, will become the Company's executive vice president - corporate initiatives and chief security officer; and,
· Mark A. Radtke, currently the Company's executive vice president and chief strategy officer, will become the Company's executive vice president - shared services and chief strategy officer.

A copy of the news release announcing these management changes is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibit is being filed herewith:

99 News Release of Integrys Energy Group, Inc. dated December 14, 2012.

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