WISCONSIN ENERGY CORP
WEC AMENDED EDCP PLAN
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<FILENAME>exhibit10-1.txt
<DESCRIPTION>WEC AMENDED EDCP PLAN
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                                                     Exhibit 10.1

                  WISCONSIN ENERGY CORPORATION



              EXECUTIVE DEFERRED COMPENSATION PLAN
                          PLAN DOCUMENT



          Originally Effective January 1, 2001, and as
           Amended and Restated as of January 1, 2002
             and as Further Amended on March 1, 2002

                        TABLE OF CONTENTS

                                                             Page

PURPOSE

ARTICLE 1 DEFINITIONS

ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY
     2.1  Selection by Committee
     2.2  Enrollment Requirements
     2.3  Eligibility; Commencement of Participation
     2.4  Termination of Participation and/or Deferrals

ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY
          MATCHING/CREDITING/TAXES
     3.1   Maximum Deferral
     3.2   Election to Defer; Effect of Election Form
     3.3   Withholding of Annual Deferral Amounts
     3.4   Annual Company Contribution Amount
     3.5   Annual Company Matching Amount
     3.6   Stock Option Amount
     3.7   Restricted Stock Amount
     3.8   Rollover Amount
     3.9   Investment of Trust Assets
     3.10  Sources of Stock
     3.11  Vesting
     3.13  FICA and Other Taxes
     3.14  Distributions

ARTICLE 4 IN SERVICE PAYOUT; UNFORESEEABLE FINANCIAL
          EMERGENCIES; WITHDRAWAL ELECTION
     4.1  In Service Payout
     4.2  Other Benefits Take Precedence Over In Service
     4.3  Withdrawal Payout/Suspensions for Unforeseeable
          Financial Emergencies
     4.4  Withdrawal Election

ARTICLE 5 RETIREMENT BENEFIT
     5.1  Retirement Benefit
     5.2  Payment of Retirement Benefit
     5.3  Death Prior to Completion of Retirement Benefit
     5.4  Special "Make Whole" Benefits

ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT
     6.1  Pre-Retirement Survivor Benefit
     6.2  Payment of Pre-Retirement Survivor Benefit

ARTICLE 7 TERMINATION BENEFIT
     7.1  Termination Benefit
     7.2  Payment of Termination Benefit

ARTICLE 8 DISABILITY WAIVER AND BENEFIT
     8.1  Disability Waiver
     8.2  Continued Eligibility; Disability Benefit

ARTICLE 9 BENEFICIARY DESIGNATION
     9.1  Beneficiary
     9.2  Beneficiary Designation; Change
     9.3  Acknowledgment
     9.4  No Beneficiary Designation
     9.5  Doubt as to Beneficiary
     9.6  Discharge of Obligations

ARTICLE 10 LEAVE OF ABSENCE
     10.1  Paid Leave of Absence
     10.2  Unpaid Leave of Absence

ARTICLE 11 TERMINATION, AMENDMENT OR MODIFICATION
     11.1 Termination
     11.2 Amendment
     11.3 Effect of Payment

ARTICLE 12 ADMINISTRATION
     12.1  Committee Duties
     12.2  Administration Upon Change In Control
     12.3  Agents
     12.4  Binding Effect of Decisions
     12.5  Indemnity of Committee
     12.6  Employer Information
     12.7  Coordination with Other Benefits

ARTICLE 13 CLAIMS PROCEDURES
     13.1  Presentation of Claim
     13.2  Notification of Decision
     13.3  Review of a Denied Claim
     13.4  Decision on Review
     13.5  Legal Action

ARTICLE 14 TRUST
     14.1  Establishment of the Trust
     14.2  Interrelationship of the Plan and the Trust
     14.3  Distributions From the Trust

ARTICLE 15 MISCELLANEOUS
     15.1  Status of Plan
     15.2  Unsecured General Creditor
     15.3  Employer's Liability
     15.4  Nonassignability
     15.5  Not a Contract of Employment
     15.6  Furnishing Information
     15.7  Terms
     15.8  Captions
     15.9  Governing Law
     15.10 Notice
     15.11 Successors
     15.12 Validity
     15.13 Incompetent
     15.14 Court Order
     15.15 Distribution in the Event of Taxation
     15.16 Insurance
     15.17 Legal Fees To Enforce Rights After Change in Control
     15.18 Payout Under Special Circumstances


                  WISCONSIN ENERGY CORPORATION

              EXECUTIVE DEFERRED COMPENSATION PLAN

                    Effective January 1, 2001
       (and as Amended and Restated as of January 1, 2002
            and as Further Amended on March 1, 2002)

                             Purpose

     The purpose of this Plan is to provide specified benefits to
a select group of management and highly compensated Employees who
contribute materially to the continued growth, development and
future business success of Wisconsin Energy Corporation, a
Wisconsin corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                            ARTICLE 1

                           Definitions

     For purposes of this Plan, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the
following indicated meanings:

1.1  "Account Balance" shall mean, with respect to a Participant,
     a credit on the records of the Employer equal to the sum of
     (i) the Deferral Account balance, (ii) the vested Company
     Contribution Account balance, (iii) the Company Matching
     Account balance, (iv) the Stock Option Account balance, (v)
     the Restricted Stock Account balance and (vi) the Rollover
     Account balance. The Account Balance, and each other
     specified account balance, shall be a bookkeeping entry only
     and shall be utilized solely as a device for the measurement
     and determination of the amounts to be paid to a
     Participant, or his or her designated Beneficiary, pursuant
     to this Plan.

1.2  "Annual or Long-Term Performance Award" shall mean any
     compensation, in addition to Base Annual Salary relating to
     services performed during any calendar year, whether or not
     paid in such calendar year or included on the form W-2 for
     such calendar year, payable to a Participant as an Employee
     under any Employer's annual performance award and cash
     incentive plans, including any long-term incentive plans as
     may be in existence from time to time, but excluding
     Severance Payments, stock options, restricted stock and SERP
     Payments.

1.3  "Annual Company Contribution Amount" shall mean, for any one
     Plan Year, the amount determined in accordance with Section
     3.4.

1.4  "Annual Company Matching Amount" for any one Plan Year shall
     be the amount determined in accordance with Section 3.5.

1.5  "Annual Deferral Amount" shall mean that portion of a
     Participant's Base Annual Salary, Annual or Long-Term
     Performance Award, Severance Payments and/or SERP Payments
     that a Participant elects to have, and is deferred, in
     accordance with Article 3, for any one Plan Year. Except
     with respect to Severance Payments and SERP Payments, in the
     event of a Participant's Retirement, Disability (if
     deferrals cease in accordance with Section 8. 1), death
     or a Termination of Employment prior to the end of a Plan
     Year, such year's Annual Deferral Amount shall be the actual
     amount withheld prior to such event.

1.6  "Annual Installment Method" shall be an annual installment
     payment over the number of years selected by the
     Participant, not to exceed 20, in accordance with this Plan,
     as set forth below. In each case, the Account Balance of the
     Participant shall be calculated as of the close of business
     on the last business day of the year. Each annual
     installment, regardless of the method selected, shall be
     payable within 30 days after February 1st of each year. The
     alternative methods allowable are as follows:

     (a)  Fractional Method. The annual installment shall be
          calculated by multiplying this balance by a fraction,
          the numerator of which is one, and the denominator of
          which is the remaining number of annual payments due
          the Participant. By way of example, if the Participant
          elects a 10 year Annual Installment Method, the first
          payment shall be 1/10 of the Account Balance,
          calculated as described in this definition. The
          following year, the payment shall be 1/9 of the Account
          Balance, calculated as described in this definition.

     (b)  Percentage or Fixed Dollar Method. The annual
          installment shall be calculated by multiplying this
          balance in the case of the percentage method, by the
          percentage selected by the Participant and paying out
          the resulting amount, or in the case of the fixed
          dollar method, by paying out the fixed dollar amount
          selected by the Participant, for the number of years
          selected by the Participant. However, in the event the
          dollar amount selected is greater than the Account
          Balance in any given year, the entire Account Balance
          will be distributed. Further, regardless of the method
          selected by the Participant, the final installment
          payment will include 100% of the then remaining Account
          Balance.

     (c)  Special Installment Method. Under this alternative
          method, the Participant selects both the number of
          years and a specified interest rate, which is then used
          to calculate a level fixed dollar amount of annual
          payouts which would exhaust the Account Balance over
          such number of years, if actual performance of the
          elected Measurement Funds were identical to the
          specified interest rate. However, in recognition of the
          fact that such exact conformity is unlikely, in the
          event the calculated level fixed dollar amount is
          greater than the Account Balance in any given year, the
          entire Account Balance will be distributed. Further,
          the final installment payment will include 100% of the
          then remaining Account Balance.

1.7  "Annual Restricted Stock Amount" shall mean, with respect to
     a Participant for any one Plan Year, the value of unvested
     restricted stock under any Company stock incentive plan,
     deferred in accordance with Section 3.7 of this Plan.

1.8  "Annual Stock Option Amount" shall mean, with respect to a
     Participant for any one Plan Year, the amount of Qualifying
     Gains deferred on Eligible Stock Option exercise in
     accordance with Section 3.6 of this Plan, calculated using
     the average of the reported high and low prices for the
     Stock as of the day of exercise (if a business day) or as of
     the next following business day.

1.9  "Base Annual Salary" shall mean the annual cash compensation
     relating to services performed during any calendar year,
     whether or not paid in such calendar year or included on the
     form W-2 for such calendar year, excluding Severance
     Payments, SERP Payments, performance awards, bonuses,
     commissions, overtime, fringe benefits, stock options,
     relocation expenses, incentive payments, non-monetary
     awards, directors fees and other fees, automobile and other
     allowances paid to a Participant for employment services
     rendered (whether or not such allowances are included in the
     Employee's gross income). Base Annual Salary shall be
     calculated before reduction for compensation voluntarily
     defer-red or contributed by the Participant pursuant to all
     qualified or non-qualified plans of any Employer and shall
     be calculated to include amounts not otherwise included in
     the Participant's gross income under Code Sections 125,
     402(e)(3), 402(h), or 403(b) pursuant to plans established
     by any Employer; provided, however, that all such amounts
     will be included in compensation only to the extent that,
     had there been no such plan, the amount would have been
     payable in cash to the Employee.

1.10 "Beneficiary" shall mean one or more persons, trusts,
    estates or other entities, designated in accordance with
    Article 9, that are entitled to receive benefits under this
    Plan upon the death of a Participant.

1.11 "Beneficiary Designation Form" shall mean the form
    established from time to time by the Committee that a
    Participant completes, signs and returns to the Committee to
    designate one or more Beneficiaries.

1.12 "Board" shall mean the board of directors of the Company.

1.13 "Change in Control" with respect to the Company shall mean
    the occurrence of any one of the events set forth below:

    (a)   any Person is or becomes the Beneficial Owner, directly
          or indirectly, of securities of the Company (not
          including in the securities beneficially owned by such
          Person any securities acquired directly from the
          Company or its affiliates) representing 20% or more of
          the combined voting power of the Company's then
          outstanding securities, excluding any Person who
          becomes such a Beneficial Owner in connection with a
          transaction described in clause (i) of paragraph (c)
          below; or

     (b)  the following individuals cease for any reason to
          constitute a majority of the number of directors then
          serving: individuals who, on the date hereof,
          constitute the Board and any new director (other than a
          director whose initial assumption of office is in
          connection with an actual or threatened election
          contest, including but not limited to a consent
          solicitation, relating to the election of directors of
          the Company) whose appointment or election by the Board
          or nomination for election by the Company's
          shareholders was approved or recommended by a vote of
          at least two-thirds (0) of the directors then still in
          office who either were directors on the date hereof or
          whose appointment, election or nomination for election
          was previously so approved or recommended; or

    (c)   there is consummated a merger or consolidation of the
          Company or any direct or indirect subsidiary of the
          Company with any other corporation, other than (i) a
          merger or consolidation immediately following which the
          directors of the Company
          immediately prior to such merger or consolidation
          continue to constitute at least a majority of the board
          of directors of the Company, the surviving entity or
          any parent thereof or (ii) a merger or consolidation
          effected to implement a recapitalization of the Company
          (or similar transaction) in which no Person is or
          becomes the Beneficial Owner, directly or indirectly,
          of securities of the Company (not including in the
          securities Beneficially Owned by such Person any
          securities acquired directly from the Company or its
          affiliates) representing 20% or more of the combined
          voting power of the Company's then outstanding
          securities; or

     (d)  the shareholders of the Company approve a plan of
          complete liquidation or dissolution of the Company or
          there is consummated an agreement (or series of related
          agreements) for the sale or disposition by the Company
          of all or substantially all of the Company's assets,
          disregarding any sale or disposition to a company at
          least a majority of the directors of which were
          directors of the Company immediately prior to such sale
          or disposition; or

     (e)  the Board of Directors of the Company determines in its
          sole and absolute discretion that there has been a
          Change in Control of the Company.

    For purposes of this Change in Control definition, the terms
    set forth below shall have the following meanings:

         "Beneficial Owner" shall have the meaning set forth in
         Rule l3d-3 under the Exchange Act.

         "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended from time to time.

         "Person" shall have the meaning given in Section
         3(a)(9) of the Exchange Act, as modified and used in
         Sections 13(d) and 14(d) thereof, except that such term
         shall not include (i) the Company or any of its
         subsidiaries, (ii) a trustee or other fiduciary holding
         securities under an employee benefit plan of the
         Company or any of its affiliates, (iii) an underwriter
         temporarily holding securities pursuant to an offering
         of such securities, or (iv) a corporation owned,
         directly or indirectly, by the stockholders of the
         Company in substantially the same proportions as their
         ownership of the stock of the Company.

1.14 "Chief Executive Officer or CEO" shall mean the Chief Executive Officer
    of the Company.

1.15 "Claimant" shall have the meaning set forth in Section 13. 1.

1.16 "Code" shall mean the Internal Revenue Code of 1986, as it
    may be amended from time to time.

1.17 "Committee" shall mean an internal administrative committee
    appointed by the CEO to administer the Plan described in
    Article 12.

1.18 "Company" shall mean Wisconsin Energy Corporation, a
    Wisconsin corporation, and any successor to all or
    substantially all of the Company's assets or business.

1.19 "Company Contribution Account" shall mean (i) the sum of the
    Participant's Annual Company Contribution Amounts, plus (ii)
    amounts credited in accordance with all the applicable
    crediting provisions of this Plan that relate to the
    Participant's Company Contribution Account, less (iii) all
    distributions made to the Participant or his or her
    Beneficiary pursuant to this Plan that relate to the
    Participant's Company Contribution Account.

1.20 "Company Matching Account" shall mean (i) the sum of all of
    a Participant's Annual Company Matching Amounts, plus (ii)
    amounts credited in accordance with all the applicable
    crediting provisions of this Plan that relate to the
    Participant's Company Matching Account, less (iii) all
    distributions made to the Participant or his or her
    Beneficiary pursuant to this Plan that relate to the
    Participant's Company Matching Account.

1.21 "Deduction Limitation" shall mean the following described
    limitation on a benefit that may otherwise be distributable
    pursuant to the provisions of this Plan. Except as otherwise
    provided, this limitation shall be applied to all
    distributions that are "subject to the Deduction Limitation"
    under this Plan. If an Employer determines in good faith
    prior to a Change in Control that there is a reasonable
    likelihood that any compensation paid to a Participant for a
    taxable year of the Employer would not be deductible by the
    Employer solely by reason of the limitation under Code
    Section 162(m), then to the extent deemed necessary by the
    Employer to ensure that the entire amount of any
    distribution to the Participant pursuant to this Plan prior
    to the Change in Control is deductible, the Employer may
    defer all or any portion of a distribution under this Plan.
    Any amounts deferred pursuant to this limitation shall
    continue to be credited/debited with additional amounts in
    accordance with Section 3.13 below, even if such amount is
    being paid out in installments. The amounts so deferred and
    amounts credited thereon shall be distributed to the
    Participant or his or her Beneficiary (in the event of the
    Participant's death) at the earliest possible date, as
    determined by the Employer in good faith, on which the
    deductibility of compensation paid or payable to the
    Participant for the taxable year of the Employer during
    which the distribution is made will not be limited by
    Section 162(m), or if earlier, the effective date of a
    Change in Control. Notwithstanding anything to the contrary
    in this Plan, the Deduction Limitation shall not apply to
    any distributions made after a Change in Control.

1.22 "Deferral Account" shall mean (i) the sum of all of a
    Participant's Annual Deferral Amounts, plus (ii) amounts
    credited in accordance with all the applicable crediting
    provisions of this Plan that relate to the Participant's
    Deferral Account, less (iii) all distributions made to the
    Participant or his or her Beneficiary pursuant to this Plan
    that relate to his or her Deferral Account.

1.23 "Disability" shall mean a period of disability during which
    a Participant is unable to perform the material duties of
    his or her job, as determined by the Committee in its sole
    discretion.

1.24 "Disability Benefit" shall mean the benefit set forth in
    Article 8.

1.25 "Election Form" shall mean the form established from time to
    time by the Committee that a Participant completes, signs
    and returns to the Committee to make an election under the
    Plan. To the extent authorized by the Committee, such form
    may be electronic or set forth in some other media and need
    not be signed by a Participant.

1.26 "Eligible Stock Option" shall mean one or more non-qualified
    stock option(s) selected by the Committee in its sole
    discretion and exercisable under a plan or arrangement of
    any Employer permitting a Participant under this Plan to
    defer gain with respect to such option.

1.27 "Employee" shall mean a person who is an employee of any
    Employer.

1.28 "Employer(s)" shall mean the Company and/or any of its
    subsidiaries (now in existence or hereafter formed or
    acquired) that have been selected by the Board to
    participate in the Plan and have adopted the Plan as a
    sponsor.

1.29 "ERISA" shall mean the Employee Retirement Income Security
    Act of 1974, as amended from time to time.

1.30 "In Service Payout" shall mean the payout set forth in
    Section 4. 1.

1.31 "Inactive Participant" shall mean an individual who at one
    point was a Participant in the Plan or a predecessor
    non-qualified deferred compensation plan and has an
    undistributed Account Balance, but is no longer eligible to
    make deferral elections under the Plan by reason of such
    individual's removal under Section 2.4 hereof or otherwise.

1.32 "401(k) Plan" shall refer to all tax-qualified profit
    sharing plans maintained by an Employer that incorporate
    provisions for elective deferral contributions by
    participating employees in accordance with Section 401(k) of
    the Code.

1.33 "Participant" shall mean any Employee or Retired Employee of
    any Employer (i) who is selected to participate in the Plan
    and who has not been removed, and (ii) who commences
    participation in the Plan. A spouse or former spouse of a
    Participant shall not be treated as a Participant in the
    Plan or have an account balance under the Plan, even if he
    or she has an interest in the Participant's benefits under
    the Plan as a result of applicable law or property
    settlements resulting from legal separation or divorce.

1.34 "Plan" shall mean the Company's Executive Deferred
    Compensation Plan.

1.35 "Plan Year" shall mean a period beginning on January I of
    each calendar year and continuing through December 31 of
    such calendar year.

1.36 "Pre-Retirement Survivor Benefit" shall mean the benefit set
    forth in Article 6.

1.37 "Qualifying Gain" shall mean the value accrued upon exercise
    of an Eligible Stock Option (i) using a Stock-for-Stock
    payment method and (ii) having an aggregate fair market
    value in excess of the total Stock purchase price necessary
    to exercise the option. In other words, the Qualifying Gain
    upon exercise of an Eligible Stock Option equals the total
    market value of the shares (or share equivalent units)
    acquired minus the total stock purchase price. For example,
    assume a Participant elects to defer the Qualifying Gain
    accrued upon exercise of an Eligible Stock Option to
    purchase 1000 shares of Stock at an exercise price of $20
    per share, when Stock has a current fair market value of $25 per
    share. Using the Stock-for-Stock payment method, the
    Participant would deliver 800 shares of Stock (worth
    $20,000) to exercise the Eligible Stock Option and receive,
    in return, 800 shares of Stock plus a Qualifying Gain (in
    this case, in the form of an unfunded and unsecured promise
    to pay money or property in the future) equal to $5,000
    (i.e., the current value of the remaining 200 shares of
    Stock).

1.38 "Restricted Stock" shall mean unvested shares of restricted
    stock selected by the Committee in its sole discretion and
    awarded to the Participant under any Company stock incentive
    plan.

1.39 "Restricted Stock Account" shall mean (i) the sum of the
    Participant's Annual Restricted Stock Amounts, plus (ii)
    amounts credited/debited in accordance with all the
    applicable crediting/debiting provisions of this Plan that
    relate to the Participant's Restricted Stock Account, less
    (iii) all distributions made to the Participant or his or
    her Beneficiary pursuant to this Plan that relate to the
    Participant's Restricted Stock Account.

1.40 "Restricted Stock Amount" shall mean, for any grant of
    Restricted Stock, the amount of such Restricted Stock
    deferred in accordance with Section 3.7 of this Plan,
    calculated using the average of the reported high and low
    prices for the Stock as of the day such Restricted Stock
    would otherwise vest (if a business day) or as of the next
    following business day.

1.41 "Retirement", "Retire(s)" or "Retired" shall mean, with
    respect to an Employee, severance from employment from all
    Employers for any reason other than a leave of absence,
    death or Disability on or after the attainment of age
    fifty-five (55).

1.42 "Retirement Benefit" shall mean the benefit set forth in
    Article 5.

1.43 "Rollover Account" shall mean a Participant's Rollover
    Amount, plus amounts credited/debited in accordance with all
    the applicable crediting/debiting provisions of this Plan
    that relate to the Participant's Rollover Account, less all
    distributions made to the Participant or his or her
    Beneficiary pursuant to this Plan that relate to the
    Participant's Rollover Account

1.44 "Rollover Amount" shall mean the amount determined in
    accordance with Section 3.8.

1.45 "Severance Payments" shall mean any post-termination amounts
    due a Participant in any calendar year under the Company's
    Special Executive Severance Policy or Executive Severance
    Policy or under any change in control contract between the
    Company and an Employee, on account of his or her
    Termination of Employment, whether or not paid in such
    calendar year or included on the form W-2 for such calendar
    year.

1.46 "SERP Payments" shall mean any distributions due a
    Participant in any calendar year resulting from his or her
    participation in the Wisconsin Energy Corporation
    Supplemental Executive Retirement Plan, whether or not paid
    in such calendar year or included on the form W-2 for such
    calendar year.

1.47 "Stock" shall mean Wisconsin Energy Corporation common stock.

1.48 "Stock Option Account" shall mean the sum of (i) the
    Participant's Annual Stock Option Amounts, plus (ii) amounts
    credited/debited in accordance with all the applicable
    crediting/debiting provisions of this Plan that relate to
    the Participant's Stock Option Account, less (iii) all
    distributions made to the Participant or his or her
    Beneficiary pursuant to this Plan that relate to the
    Participant's Stock Option Account.

1.49 "Stock Option Amount" shall mean, for any Eligible Stock
    Option, the amount of Qualifying Gains deferred in
    accordance with Section 3.6 of this Plan, calculated using
    the average of the reported high and low prices for the
    Stock as of the day of exercise (if a business day) or as of
    the next following business day.

1.50 "Termination Benefit" shall mean the benefit set forth in
    Article 7.

1.51 "Termination of Employment" shall mean the severing of
    employment with all Employers, voluntarily or involuntarily,
    for any reason other than Retirement, Disability, death or
    an authorized leave of absence. However, if an Employee
    leaves employment with all Employers in connection with such
    Employee's immediate transfer to and acceptance of
    employment with another employer which is providing services
    essential to the utilities business conducted by the Company
    or an Employer, then such Employee will not be considered to
    have incurred a Termination of Employment. Instead, such
    Employee will be deemed to be continuing in the employ of an
    Employer for purposes of the Plan for so long as such
    Employee remains in the employ of such other employer and
    such employer continues to provide such services.

1.52 "Trust" shall mean the Wisconsin Energy Corporation Rabbi
    Trust Agreement dated December 1, 2000 between the Company
    and The Northern Trust Company, and as amended from time to
    time.

1.53 "Unforeseeable Financial Emergency" shall mean an
    unanticipated emergency that is caused by an event beyond
    the control of the Participant that would result in severe
    financial hardship to the Participant resulting from (i) a
    sudden and unexpected illness or accident of the Participant
    or a dependent of the Participant, (ii) a loss of the
    Participant's property due to casualty, or (iii) such other
    extraordinary and unforeseeable circumstances arising as a
    result of events beyond the control of the Participant, all
    as determined in the sole discretion of the Committee.

                            ARTICLE 2

                     Selection, Enrollment, Eligibility

2.1  Selection by Committee. Participation in the Plan shall be
     limited to a select group of management and highly
     compensated Employees of the Employers, as determined by the
     Committee. From that group, the Committee shall select
     Employees to participate in the Plan.

2.2  Enrollment Requirements. As a condition to participation,
     each selected Employee shall complete, execute and return to
     the Committee an Election Form and any other relevant forms
     within such time periods as the Committee may prescribe. In
     addition, the Committee
     shall establish from time to time such other enrollment
     requirements as it determines in its sole discretion are
     necessary.

2.3  Eligibility; Commencement of Participation. Provided an
     Employee selected to participate in the Plan has met all
     enrollment requirements set forth in this Plan and required
     by the Committee, including returning all required documents
     to the Committee within the specified time period, that
     Employee shall commence participation in the Plan on the
     first day of the month following the month in which the
     Employee completes all enrollment requirements.

2.4  Termination of Participation and/or Deferrals. If the
     Committee determines in good faith that a Participant no
     longer qualifies as a member of a select group of management
     or highly compensated employees, as membership in such group
     is determined in accordance with Sections 201(2), 301(a)(3)
     and 401(a)(1) of ERISA, the Committee shall have the right,
     in its sole discretion, to (i) terminate any deferral
     election the Participant has made for the remainder of the
     Plan Year in which the Participant's membership status
     changes, (ii) prevent the Participant from making future
     deferral elections and/or (iii) immediately distribute the
     Participant's then Account Balance as a Termination Benefit
     and terminate the Participant's participation in the Plan.
     The Committee may also remove a Participant from continuing
     participation in the Plan at any time in its sole discretion
     and such individual shall become an Inactive Participant to
     the extent he or she still has an undistributed Account
     Balance.

                            ARTICLE 3

           Deferral Commitments/Company Matching/Crediting/Taxes

3.1 Maximum Deferral.

     (a)  Base Annual Salary, Annual or Long-Term Performance
          Award, Severance Payments and/or SERP Payments. For
          each Plan Year, a Participant may elect to defer, as
          his or her Annual Deferral Amount, Base Annual Salary,
          Annual or Long-Term Performance Award, Severance
          Payments, and/or SERP Payments up to the following
          maximum percentages for each deferral elected:

                     Deferral                    Maximum
                                               Percentage
          Base Annual Salary                      100%
          Annual or Long-Term Performance award   100%
          Severance Payments                      100%
          SERP Payments                           100%

          Notwithstanding the foregoing, the Participant may change his or
          her election with respect to the Base Annual Salary portion of
          the Annual Deferral Amount on a monthly basis, by timely
          delivering to the Committee in accordance with its rules and
          procedures, before the end of the month preceding the month for
          which the election will be effective, a new Election Form for
          such purpose. Notwithstanding any other provision of this Plan,
          any Election form or revocation will be given prospective effect
          only and may not affect prior deferrals.

     (b)  For each Eligible Stock Option, a Participant may elect
          to defer, as his or her Stock Option Amount, up to 100%
          of the Qualifying Gain with respect to exercise of the
          Eligible Stock Option. Stock Option Amounts may also be
          limited by other terms or conditions set forth in the
          stock option plan or agreement under which such options
          are granted.

     (c)  A Participant may elect to defer up to 100% of his or
          her Restricted Stock.

3.2 Election to Defer; Effect of Election Form.

     (a)  Base Annual Salary.  A Participant's Election Form with
          respect to Base Annual Salary shall be filed with the
          Committee in accordance with its rules, but in no event
          later than the end of the month preceding the month for
          which the election will be effective. As noted above in
          Section 3.1(a), a Participant may subsequently change
          or revoke his or her election with respect to Base
          Annual Salary, but only with prospective effect only,
          to take effect as of the first day of the month
          immediately following receipt of the new Election Form
          by the Committee. Therefore, any Election Form shall be
          irrevocable with respect to the portion of Base Annual
          Salary deferral during the period of time covered by
          such Form.

     (b)  Annual or Long-Term Performance Award.  A Participant's
          Election Form with respect to Annual Performance Award
          shall be filed with the Committee in accordance with
          its rules, but in no event later than November 30th of
          any calendar year with respect to all or any part of an
          Annual Performance Award that might otherwise become
          payable on account of a Participant's services during
          such calendar year and in all events prior to the time
          that the Participant has earned an absolute and
          unconditional right to payment. Any such Election Form
          which is on file with the Committee on November 30th of
          a calendar year shall become irrevocable as of such
          date. When and as a Long-Term Performance Award program
          is put into place, the Committee will establish rules
          for a Participant's Election Form similar to the above,
          and providing that such Election Form must be filed in
          all events prior to the time that the Participant has
          earned an absolute and unconditional right to payment
          and that such Election Form may not be revoked by the
          Participant once the filing deadline date has passed.

     (c)  Severance Payments.  A Participant's Election Form with
          respect to Severance Payments shall be filed with the
          Committee in accordance with its rules and the rules
          for a prior deferral election set forth in the
          documents or contracts providing for Severance
          Payments.

     (d)  SERP Payments.  A Participant's Election Form with
          respect to SERP Payments shall be filed with the
          Committee in accordance with its rules and any rules
          for a prior deferral election set forth in the SERP.
          However, notwithstanding any contrary provisions in the
          SERP, a Participant who is a participant in the SERP
          shall be allowed to both elect that a lump sum method
          of payment be made to such Participant at the time when
          payments are to commence under the terms of the SERP
          (the "SERP Starting Date") for the SERP "A" or "B"
          benefits or that such a lump sum be determined and then
          credited to such Participant's Account Balance under
          this Plan as of the SERP Starting Date with such
          Participant to be treated as having then "Retired"
          for purpose of this Plan (so that the Participant's
          election for a method of payout under Article 5 shall
          govern), provided that such an Election Form filed by
          the Participant with regard to the SERP is submitted to
          the Committee at least one year prior to the SERP
          Starting Date.

     (e)  Stock Option Deferral.  For an election to defer gain
          upon an Eligible Stock Option exercise to be valid: (i)
          a separate Election Form must be completed and signed
          by the Participant with respect to the Eligible Stock
          Option; (ii) the Election Form must be timely delivered
          to the Committee and accepted by the Committee at least
          six (6) months prior to the date the Participant elects
          to exercise the Eligible Stock Option; and (iii) the
          Eligible Stock Option must be exercised using an actual
          or phantom Stock-for-Stock payment method.

     (f)  Restricted Stock. For an election to defer Restricted
          Stock Amounts to be valid: (i) a separate irrevocable
          Election Form must be completed and signed by the
          Participant, with respect to such Restricted Stock; and
          (ii) such Election Form must be timely delivered to the
          Committee and accepted by the Committee at least six
          (6) months prior to the date such Restricted Stock
          vests under the terms of the Company's stock incentive
          plan.

3.3  Withholding of Annual Deferral Amounts. For each Plan Year,
     the Base Annual Salary portion of the Annual Deferral Amount
     shall be withheld from each regularly scheduled Base Annual
     Salary payroll in equal amounts, as adjusted from time to
     time for increases and decreases in Base Annual Salary. The
     Annual or Long-Term Performance Award, Severance Payments
     and SERP Payments portion of the Annual Deferral Amount
     shall be withheld at the time the Annual or Long-Term
     Performance Award, Severance Payments and/or SERP Payments
     are or otherwise would be paid to the Participant, whether
     or not this occurs during the Plan Year itself.

3.4  Annual Company Contribution Amount.  For each Plan Year, an
     Employer, in its sole discretion, may, but is not required
     to, credit any amount it desires to any Participant's
     Company Contribution Account under this Plan, which amount
     shall be for that Participant the Annual Company
     Contribution Amount for that Plan Year. The amount so
     credited to a Participant may be smaller or larger than the
     amount credited to any other Participant, and the amount
     credited to any Participant for a Plan Year may be zero,
     even though one or more other Participants receive an Annual
     Company Contribution Amount for that Plan Year. The Annual
     Company Contribution Amount, if any, shall be credited as of
     the last day of the Plan Year. If a Participant is not
     employed by an Employer as of the last day of a Plan Year
     other than by reason of his or her Retirement or death while
     employed, the Annual Company Contribution Amount for that
     Plan Year shall be zero, unless the Employer in its sole
     discretion determines otherwise.

3.5  Annual Company Matching Amount.  A Participant's Annual
     Company Matching Amount for any Plan Year shall be made for
     any Participant who elects some deferral of Base Annual
     Salary into this Plan. Prior to January 1, 2002, the Annual
     Company Matching Amount will depend on the structure of the
     relevant Employer's 401(k) Plan which applies to the
     Participant. To determine the Annual Company Matching
     Amount, it is necessary to identify the relevant Employer
     401(k) Plan matching rate (the "Matching Rate") and the
     percentage of compensation deferral subject to such matching
     rate (the "Eligible Compensation
     Percentage"). From and after January 1, 2002, the Annual
     Company Matching Amount will be determined by using the
     Matching Rate and the Eligible Compensation Percentage that
     applies to the Wisconsin Energy Corporation Employee
     Retirement Savings Plan, regardless of the actual 401(k)
     plan, if any, that applies to the Participant. In the
     Wisconsin Energy Corporation Employee Retirement Savings
     Plan, the Matching Rate is 50% and the Eligible Compensation
     Percentage is 6%. The formula for a Participant's Annual
     Company Matching Amount is: the Matching Rate multiplied
     times "X", where X is the difference between the Eligible
     Compensation Percentage times the Participant's gross
     compensation eligible for matching under the relevant
     Employer 401(k) Plan before any reduction for deferrals of
     Base Annual Salary under this Plan and without regard to any
     Code limitations, and the Participant's "Deemed Maximum
     Elective Deferral ("DMED").  The DMED for any Participant
     is equal to the Eligible Compensation Percentage multiplied
     by such Participant's gross compensation eligible for matching
     under the relevant Employer 401(k) Plan, reduced by deferrals
     of Base Annual Salary under this Plan [but limited to the
     maximum compensation that can be considered under Code Section
     401(a)(17) ($200,000 for 2002)], provided that the result
     must be limited to the maximum allowable elective deferral
     permitted under Code Section 402(g) ($11,000 for 2002) plus the
     maximum allowable catch-up contribution under Code Section
     414(v) ($1,000 for 2002).

     For example, assume 2 Participants, A, who is age 50 or older
     and eligible for catch-up contributions, and B, who is under 50,
     with gross Annual Base Salary of $300,000 and $150,000, who
     each choose to defer 6% into this Plan. Both are covered or
     deemed to be covered by the Wisconsin Energy Corporation
     Employee Retirement Savings Plan.  The Annual Company Matching
     Amount for each under this Plan is calculated as follows:

      Matching Rate 50% Eligible Compensation Percentage 6%

   DMED for A is 6% x $200,000 or              $12,000
   DMED for B is 6% x [$150,000-9,000] or       $8,460
   Annual Matching Amount for A is 50% of "X,"
              where "X' is 6% x $300,000 or    $18,000
                               less DMED of     12,000
                                               -------
                                                 6,000
   Therefore A's Annual Matching Amount is
              50% x $6,000 or                   $3,000

   Annual Matching Amount for B is 50% of "X,"
              where "X" is 6% of $150,000 or    $9,000
                                less DMED of     8,460
                                                ------
                                                   540
   Therefore B's Annual Matching Amount is
              50% x $540 or                       $270

     For the year 2001 only, notwithstanding any other provision
     of this Plan, a Participant will automatically receive a
     Company Matching Amount equal to X times Y, where X equals
     the Matching Rate multiplied by the Eligible Compensation
     Percentage, and Y equals the amount of any Annual
     Performance Award, without regard to whether any part of the
     same is deferred under this Plan.

     If in any case the relevant 401(k) Plan does not operate
     on the calendar year, the Committee in its sole discretion
     shall determine how the Participant's Annual Company
     Matching Amount shall be determined for any Participant who
     elects some deferral of Base Annual Salary into this Plan.
     The Committee may modify the method of calculating the
     Annual Matching Amount to take into account periodic credits
     rather than annual calculations, consistent with the
     principles expressed herein.

3.6  Stock Option Amount.  Subject to any terms and conditions
     imposed by the Committee Participants may elect to defer,
     under the Plan, Qualifying Gains attributable to an Eligible
     Stock Option exercise. Stock Option Amounts shall be
     credited/debited to the Participant on the books of the
     Employer at the time Stock would otherwise have been
     delivered to the Participant pursuant to the Eligible Stock
     Option exercise, but for the election to defer.

3.7  Restricted Stock Amount.  Subject to any terms and
     conditions imposed by the Committee, Participants may elect
     to defer, under the Plan, Restricted Stock Amounts.
     Restricted Stock Amounts shall be credited to the
     Participant on the books of the Employer in connection with
     such an election at the time the Restricted Stock would
     otherwise vest under the terms of the Company's stock
     incentive plan, but for the election to defer.

3.8  Rollover Amount.  If a Participant or an individual was a
     participant in the Company's Executive Deferred Compensation
     Plan, the Wisconsin Gas Company Restoration Plan or any
     other non-qualified deferred compensation plan of the
     Company or its affiliates (the "Prior Plans") and had an
     undistributed account balance in such plans as of a relevant
     determination date, and such person has become a Participant
     or Inactive Participant in this Plan, then such account
     balance, determined as of that date, shall be transferred on
     such date to and be added to the Participant's or Inactive
     Participant's Account Balance under this Plan, and shall
     thereafter, subject to any necessary consents due to the
     terms of the Prior Plans, be governed by the terms and
     conditions of this plan, and shall be referred to as the
     "Rollover Amount." However, notwithstanding any other
     provisions of this Plan, the Account Balance of any Inactive
     Participant (or beneficiary thereof) who was not a
     continuing employee of an Employer on or after January 1,
     2001 shall continue to be administered and distributed as
     provided under the terms of the relevant Prior Plan (unless
     and to the extent otherwise determined by the Committee in
     its sole discretion in a manner consistent with the terms of
     the relevant Prior Plan). Further, the Account Balance of
     any individual who was a participant in any Prior Plan who
     continues as an employee of an employer on or after January
     1, 2001 and has become a Participant or Inactive Participant
     in this Plan will remain subject to the distribution method
     elected under the relevant Prior Plan unless and until a new
     distribution method has been elected under this Plan and
     become effective.

3.9  Investment of Trust Assets. The Trustee of the Trust shall
     be authorized, upon written instructions received from the
     Committee or investment manager appointed by the Committee,
     to invest and reinvest the assets of the Trust in accordance
     with the applicable
     Trust Agreement, including the disposition of Stock and
     reinvestment of the proceeds in one or more investment
     vehicles designated by the Committee.

3.10 Sources of Stock.  If Stock is credited under the Plan in
     the Trust in connection with an Eligible Stock Option
     exercise or in connection with a deferral of Restricted
     Stock, the shares so credited shall be deemed to have
     originated, and shall be counted against the number of
     shares reserved, under such other plan, program or
     arrangement.

3.11 Vesting.

     (a)  A Participant shall at all times be 100% vested in his
          or her Deferral Account, Stock Option Account,
          Restricted Stock Account, Company Matching Account and
          Rollover Account.

     (b)  A Participant shall be vested in his or her Company
          Contribution Account in accordance with the vesting
          schedule, if any, contained in his or her Election
          Form.

     (c)  In the event of a Change in Control, a Participant's
          Company Contribution Account shall immediately become
          100% vested.

     (d)  Notwithstanding subsection (c), the vesting schedule
          for a Participant's Company Contribution Account shall
          not be accelerated to the extent that the Committee
          determines that such acceleration would cause the
          deduction limitations of Section 28OG of the Code to
          become effective. In the event that all of a
          Participant's Company Contribution Account is not
          vested pursuant to such a determination, the
          Participant may request independent verification of the
          Committee's calculations with respect to the
          application of Section 280G. In such case, the
          Committee must provide to the Participant within 15
          business days of such a request an opinion (which need
          not be unqualified) of the Company's independent
          auditors which opinion shall state that any limitation
          in the vested percentage hereunder is necessary to
          avoid the limits of Section 280G and contain supporting
          calculations. The cost of such opinion shall be paid
          for by the Company.

3.12 Crediting/Debiting of Account Balances. Subject to Section
     3.12(f) and (g) below, and accordance with, and subject to,
     the rules and procedures that are established from time to
     time by the Committee in its sole discretion, amounts shall
     be credited or debited to a Participant's Account Balance in
     accordance with the following rules:

    (a)  Election of Measurement Funds.  Subject to Section
          3.12(f) and (g) below, a Participant, in connection
          with his or her initial deferral election in accordance
          with Section 3.2 above, shall elect, on the Election
          Form, one or more Measurement Fund(s) (as described in
          Section 3.12(c) below) to be used to determine the
          additional amounts to be credited to his or her Account
          Balance for the first day in which the Participant
          commences participation in the Plan and continuing
          thereafter for each subsequent business day in which
          the Participant participates in the Plan, unless
          changed in accordance with the next sentence. Subject
          to Section 3.12(f) and (g) below, commencing with the
          first business day that follows the Participant's
          commencement of participation in the Plan and
          continuing thereafter for each -subsequent day in which
          the Participant participates in the Plan, no later than
          the
          close of business on such day, the Participant may (but
          is not required to) elect, by submitting an Election
          Form to the Committee that is accepted by the
          Committee, to add or delete one or more Measurement
          Fund(s) to be used to determine the additional amounts
          to be credited to his or her Account Balance, or to
          change the portion of his or her Account Balance
          allocated to each previously or newly elected
          Measurement Fund. If an election is made in accordance
          with the previous sentence, it shall apply thereafter
          in accordance with the rules of the Committee for all
          subsequent periods in which the Participant
          participates in the Plan, unless changed in accordance
          with the previous provisions.

     (b)  Proportionate Allocation.  In making any election
          described in Section 3.12(a) above, the Participant
          shall specify on the Election Form, in increments of
          one percentage point (1%), the percentage of his or her
          Account Balance to be allocated to a Measurement Fund
          (as if the Participant was making an investment in that
          Measurement Fund with that portion of his or her
          Account Balance).

     (c)  Measurement Funds.  Subject to Section 3.12(f) and (g)
          below, the Participant may elect one or more of the
          following measurement funds (the "Measurement Funds"),
          for the purpose of crediting additional amounts to his
          or her Account Balance: (i) any Measurement Fund
          selected by the WEC Investment Trust Policy Committee
          from time to time; (ii) Prime Rate Fund (described as a
          mutual fund 100% invested in a hypothetical debt
          instrument which earns interest at an annualized
          interest rate equal to the "Prime Rate" as reported
          each business day by the Wall Street Journal, with
          interest deemed reinvested in additional units of such
          hypothetical debt instrument); or (iii) a Company Stock
          Measurement Fund (described as a mutual fund 100%
          invested in shares of Company Stock, with dividends
          deemed reinvested in additionalshares of Company
          Stock).

          Subject to Section 3.13(f) and (g) below, as necessary,
          the WEC Investment Trust Policy Committee may, in its
          sole discretion, discontinue, substitute or add a
          Measurement Fund, subject to such advance notice to
          Participants as it determines.

     (d)  Crediting or Debiting Method.  The performance of each
          elected Measurement Fund (either positive or negative)
          will be determined by the Committee, in its reasonable
          discretion, based on the performance of the Measurement
          Funds themselves. A Participant's Account Balance shall
          be credited or debited on a daily basis based on the
          performance of each Measurement Fund selected by the
          Participant, as determined by the Committee in its sole
          discretion, as though (i) a Participant's Account
          Balance were invested in the Measurement Fund(s)
          selected by the Participant, in the applicable
          percentages; (ii) the portion of the Annual Deferral
          Amount that was actually deferred during any day were
          invested in the Measurement Fund(s) selected by the
          Participant, no later than the close of business on the
          day on which such amounts are actually deferred; and
          (iii) any distribution made to a Participant that
          decreases such Participant's Account Balance ceased
          being invested in the Measurement Fund(s), no earlier
          than one business day prior to the distribution. The
          Participant's Annual Company Matching Amount shall be
          credited to his or her Company Matching Account for
          purposes of this Section 3.12(d) no later than the end
          of the month following the month to which such amount
          relates. The Participant's Annual Stock Option
          Amount(s) shall be credited to his or her Stock
          Option Account no later than the close of business on
          the first business day after the day on which the
          Eligible Stock Option was exercised or otherwise
          disposed of. The Participant's Annual Restricted Stock
          Amount shall be credited to his or her Restricted Stock
          Account no later than the close of business on the
          first business day after the day on which the
          Participant would have become vested in and received
          the Restricted Stock, but for the election to defer.

     (e)  No Actual Investment.  Notwithstanding any other
          provision of this Plan that may be interpreted to the
          contrary, the Measurement Funds are to be used for
          measurement purposes only, and a Participant's election
          of any such Measurement Fund, the allocation to his or
          her Account Balance thereto, the calculation of
          additional amounts and the crediting or debiting of
          such amounts to a Participant's Account Balance shall
          not be considered or construed in any manner as an
          actual investment of his or her Account Balance in any
          such Measurement Fund. In the event that the Company or
          the Trustee (as that term is defined in the Trust), in
          its own discretion, decides to invest funds in any or
          all of the Measurement Funds, no Participant shall have
          any rights in or to such investments themselves.
          Without limiting the foregoing, a Participant's Account
          Balance shall at all times be a bookkeeping entry only
          and shall not represent any investment made on his or
          her behalf by the Company or the Trust; the Participant
          shall at all times remain an unsecured creditor of the
          Company.

     (f)  Special Rule for Stock Option Account and Restricted Stock
          Account.  Notwithstanding any provision of this Plan that
          may be construed to the contrary, the Participant's Stock
          Option Account and Restricted Stock Account must be deemed
          invested in the Company Stock Measurement Fund at all times
          prior to distribution from this Plan.  Further, the
          Participant's Stock Option Account and the Restricted Stock
          Account must be distributed from this Plan in the form of cash.

     (g)  Special Considerations for Participants Subject to
          Section 16 of the Securities Exchange Act of 1934.
          Prior to March 1, 2002, different rules pertained
          with respect to amounts allocated to the Company Stock
          Measurement Fund.  The Company Matching Account had to
          be deemed invested by the Company Stock Measurement Fund
          at all times prior to distribution from the Plan.  Such
          restriction was dropped from the Plan effective as of
          March 1, 2002.  In order that any election by a
          Participant who is an officer or director subject to the
          reporting requirements and trading restrictions of
          Section 16 of the Securities Exchange Act of 1934
          ("Section 16") will conform to Section 16, such a
          Participant should consult with the designated individual
          at the Company responsible for Section 16 reporting and
          compliance prior to making any election to move any part
          of his or her Account Balance into or out of the Company
          Stock Measurement Fund.  In general, compliance with
          Section 16 will require that:

          (i)  Any election to move any part of an Account Balance
               into or out of the Company Stock Measurement Fund
               (including any election to receive a payout in service
               under Section 4.1, in the event of Unforeseeable
               Financial Emergency under Section 4.3, or under the 10%
               withdrawl penalty rules of Section 4.4), which elections
               will be deemed made for purposes of these provisions
               only as of the date of such deemed investment transfers
               or proposed payouts, should only be effected if made
               at least six (6) months following the date of the most
               recent "opposite way" election (as explained below)
               made by such Participant with respect to this Plan or
               any plan of the Company or its affiliates that also
               constituted  a "discretionary transaction" within the
               meaning of Rule 16b-3(b)(1) under Section 16.

          (ii) An "opposite way" election means (x) in case of an
               election by a Participant to move any part of an
               Account Balance into the Company Stock Measurement Fund,
               an election that was a disposition of Company Stock or
               an interest in a phantom Company Stock fund or similar
               security, or (y) in case of any election by a Participant
               to move any part of an Account Balance out of the Company
               Stock Measurement Fund, an election that was an acquisition
               of Company Stock or an interest in a phantom Company
               Stock fund or similar security.

         (iii) Any change of election to an alternative payout period made
               under Section 5.2 or 7.2 by such a Participant may only be
               given effect if it is approved by the Compensation Committee or
               the Board of Directors of the Company.

     The Company reserves the right to impose such restrictions as it determines
     to be appropriate, in is sole discretion, on any elections, dispositions or
     other matters under this Plan relating to the Company Stock Measurement
     Fund in order to comply with or qualify for exemption under Section 16.

3.13 FICA and Other Taxes.

     (a)  Annual Deferral Amounts.  For each Plan Year in which
          an Annual Deferral Amount is being withheld from a
          Participant or an Annual Company Matching Amount is
          Credited to a Participant, the Participant's
          Employer(s) shall withhold from that portion of the
          Participant's non-deferred compensation, in a manner
          determined by the Employer(s), the Participant's share
          of FICA and other employment taxes on such amounts. If
          necessary, the Committee may reduce the Annual Deferral
          Amount in order to comply with this Section 3.13.

     (b)  Company Contribution Amounts. When a participant
          becomes vested in a portion of his or her Company
          Contribution Account, the Participant's Employer(s)
          shall withhold from the Participant's non-deferred
          compensation, in a manner determined by the
          Employer(s), the Participant's share of FICA and other
          employment taxes. If necessary, the Committee may
          reduce the vested portion of the Participant's Company
          Contribution Account in order to comply with this
          Section 3.13.

     (c)  Annual Stock Option Amounts and Annual Restricted Stock
          Amounts. For each Plan Year in which an Annual Stock
          Option Amount or Annual Restricted Stock Amount is
          being first credited to a Participant's Account
          Balance, the Participant's Employer(s) shall withhold
          from that portion of the Participant's non-deferred
          compensation, in a manner determined by the
          Employer(s), the Participant's share of FICA and other
          employment taxes on such Annual Stock Option Amount or
          Annual Restricted Stock Amount. If necessary, the
          Committee may reduce the Annual Stock Option Amount
          and/or Annual Restricted Stock Amount in order to
          comply with this Section 3.13.

3.14 Distributions.  The Participant's Employer(s), or the
     trustee of the Trust, shall withhold from any payments made
     to a Participant under this Plan all federal, state and
     local income, employment and other taxes required to be
     withheld by the Employer(s), or the trustee of the Trust, in
     connection with such payments, in amounts and in a manner to
     be determined in the sole discretion of the Employer(s) and
     the trustee of the Trust.

                            ARTICLE 4

     In Service Payout; Unforeseeable Financial Emergencies;
                       Withdrawal Election

4.1  In Service Payout.  In connection with each election to
     defer an Annual Deferral Amount, a Participant may
     irrevocably elect to receive a future "In Service Payout"
     from the Plan with respect to such Annual Deferral Amount.
     Subject to the Deduction Limitation, the In Service Payout
     shall be a lump sum payment in an amount that is expressed
     either as a fixed dollar amount or as a percentage of the
     Annual Deferral Amount plus amounts credited or debited
     thereto, determined at the time that the In Service Payout
     becomes payable (rather than the date of a Termination of
     Employment). Subject to the Deduction Limitation and the
     other terms and conditions of this Plan, each In Service
     Payout elected shall be paid out during a 90 day period
     commencing immediately after the last day of any Plan Year
     designated by the Participant that is at least two Plan
     Years after the Plan Year in which the Annual Deferral
     Amount is actually deferred. By way of example, if a two
     year In Service Payout is elected for Annual Deferral
     Amounts that are deferred in the Plan Year commencing
     January 1, 2001, the two year In Service Payout would become
     payable during a 90 day period commencing January 1, 2004.

4.2  Other Benefits Take Precedence Over In Service.  Should an
     event occur that triggers a benefit under Article 5, 6, 7 or
     8, any Annual Deferral Amount, plus amounts credited or
     debited thereon, that is subject to a In Service Payout
     election under Section 4.1 shall not be paid in accordance
     with Section 4.1 but shall be paid in accordance with the
     other applicable Article.

4.3  Withdrawal Payout/Suspensions for Unforeseeable Financial
     Emergencies.  If the Participant experiences an
     Unforeseeable Financial Emergency, the Participant may
     petition the Committee to (i) suspend any deferrals required
     to be made by a Participant and/or (ii) subject to the
     Deduction Limitation, receive a partial or full payout from
     the Plan. The payout shall not exceed the lesser of the
     Participant's Account Balance, calculated as if such
     Participant were receiving a Termination Benefit, or the
     amount reasonably needed to satisfy the Unforeseeable
     Financial Emergency. If, subject to the sole discretion of
     the Committee, the petition for a suspension and/or payout
     is approved, suspension shall take effect upon the date of
     approval and any payout shall be made within 90 days of the
     date of approval.

4.4  Withdrawal Election.  Subject to the Deduction Limitation, a
     Participant (or, after a Participant's death, his or her
     Beneficiary) may elect, at any time, to withdraw part or all
     of his or her Account Balance, calculated as if there had
     occurred a Termination of Employment as of the day of the
     election, less a withdrawal penalty equal to 10% of such
     amount (the net amount shall be referred to as the
     "Withdrawal Amount"). This election can be made at any time,
     before or after Retirement, Disability, death or Termination
     of Employment, and whether or not the Participant (or
     Beneficiary) is in the process of being paid pursuant to an
     installment payment schedule. If made before Retirement,
     Disability or death, a Participant's Withdrawal Amount shall
     be calculated based on his or her Account Balance as if
     there had occurred a Termination of Employment as of the day
     of the election. Any partial withdrawal must be at least
     equal to $25,000, or such higher amount as the Committee may
     establish from time to time. The Participant (or his or her
     Beneficiary) shall make this election by giving the
     Committee advance written notice of the election in a form
     determined from time to time by the Committee. The
     Participant (or his or her Beneficiary) shall be paid the
     Withdrawal Amount within 90 days of his or her election.

                            ARTICLE 5

                          Retirement Benefit

5.1  Retirement Benefit.  Subject to the Deduction Limitation, a
     Participant who Retires shall receive, as a Retirement
     Benefit, his or her Account Balance.

5.2  Payment of Retirement Benefit. A Participant, in
     connection with his or her commencement of participation in
     the Plan, shall elect on an Election Form to receive the
     Retirement Benefit in a lump sum or pursuant to An Annual
     Installment Method. The Participant may annually change his
     or her election to an allowable alternative payout period by
     submitting a new Election Form to the Committee, provided
     that any such Election Form is submitted at least 1 year
     prior to the Participant's Retirement and is accepted by the
     Committee in its sole discretion. The Election Form most
     recently accepted by the Committee shall govern the payout
     of the Retirement Benefit. If a Participant does not make
     any election with respect to the payment of the Retirement
     Benefit, then such benefit shall be payable in a lump sum.
     The lump sum payment shall be made, or installment payments
     shall commence, no later than 90 days after the last day of
     the Plan Year in which the Participant Retires. Any payment
     made shall be subject to the Deduction Limitation.

5.3  Death Prior to Completion of Retirement Benefit. If a
     Participant dies after Retirement but before the Retirement
     Benefit is paid in full, the Participant's unpaid Retirement
     Benefit payments shall continue and shall be paid to the
     Participant's Beneficiary (a) over the remaining number of
     years and in the same amounts as that benefit would have
     been paid to the Participant had the Participant survived,
     or (b) in a lump sum, if requested by the Beneficiary and
     allowed in the sole discretion of the Committee, that is
     equal to the Participant's unpaid remaining Account Balance.

5.4  Special "Make Whole" Benefits.

    (a)  "Make Whole" Pension Benefit With Respect to Deferrals
          of Base Annual Salary.  Base Annual Salary which is
          deferred pursuant to this Plan cannot be included in
          the compensation base for calculating retirement income
          under the qualified defined benefit pension plans of
          the Company and its affiliates (the "Pension Plans").
          Therefore, a "make whole" benefit will be paid from
          this Plan as a pension supplement to or with respect to
          a Participant whose deferrals of Base Annual Salary
          result in a lesser pension payment under the Pension
          Plans. Such pension supplement shall equal the amount
          by which such Participant's pension under the Pension
          Plans (calculated for this purpose without regard to
          any limitation or benefits imposed by Section 415 of
          the Code, or any limitation on annual compensation
          imposed by
          Section 40 1 (a)(l 7) of the Code; hereinafter, the
          "IRS Limitations") was less because deferrals of Base
          Annual Salary under this Plan were not taken into
          account in the calculation of such participant's
          pension (but the amount of any supplemental pension
          benefit "A" applicable to the Participant under the
          Company's SERP shall be taken into account to avoid any
          duplication of the pension supplement provided
          hereunder). This section applies to all forms of
          pension payable under the Pension Plans, including
          pre-retirement death benefits.

     (b)  "Make Whole" Pension Benefit With Regard to Performance
          and Incentive Awards.  Performance awards under the
          Company Short-Term Performance Plan and incentive
          awards made under a former incentive plan of the
          Company known as the Executive Incentive Compensation
          Plan are excluded from the compensation base under the
          Retirement Account Plan, a tax qualified defined
          benefit plan of Wisconsin Electric Power Company (the
          "Retirement Account Plan"). Similarly, special awards
          made from time to time as determined by the Board are
          likewise excluded. A "make whole" pension supplement
          was provided for under the terms of Article IX(2) of
          the prior Wisconsin Energy Corporation Executive
          Deferred Compensation Plan as amended and restated as
          of January 1, 1994 (the "Prior Company Plan") for any
          Participant in that plan whose pension benefit under
          the Retirement Account Plan would have been greater had
          such performance awards, incentive awards or special
          awards been included in the compensation base of the
          Retirement Account Plan, calculated without regard to
          the IRS limitations. As with Section 5.4(a) above,
          supplemental pension benefit "A" shall be considered in
          order to avoid duplication. It is the intent of this
          Section to continue to provide such "make whole"
          pension supplement and the provisions of such Article
          IX(2) of the Prior Company Plan are incorporated by
          reference and continue to apply hereunder, except as
          modified by other provisions of this Section 5.4.

     (c) "Make Whole" Long-Term Disability Benefit.  It is the
         intent of this Plan that a Participant not suffer any
         loss with respect to a disability benefit under the
         disability benefit applicable to employees of the
         Company and its affiliates, if the Participant is
         eligible for and participating in the long-term
         disability benefit plan of an Employer (the "LTD" Plan)
         because of either the exclusion of Base Annual Salary
         deferred under this Plan from the compensation base
         under the LTD Plan (the "Salary Deferral Limit") or the
         special limitation on annual compensation which can be
         taken into account under the LTD Plan imposed by
         Section 505(b)(7) of the Code (the "IRS Special
         Limit"). Therefore, in the event such a Participant
         becomes eligible for and begins to receive a disability
         benefit from the LTD Plan and the amount of such
         disability benefit is limited because of the
         application of the Salary Deferral Limit or the IRS
         Special Limit, a "make whole" disability benefit shall
         be paid from this Plan as a supplement to the
         disability limit paid from the LTD Plan. Such LTD
         supplement shall equal the monthly amount by which such
         Participant's disability benefit under the LTD Plan was
         less because of the application of the Salary Deferral
         Limit and the IRS Special Limit. Such LTD supplement
         shall commence at the same time as the disability
         benefit paid under the LTD Plan and continue for so
         long as such disability benefit is paid. Such LTD
         supplement shall be paid out of general corporate
         assets or out of a grantor trust, but not out of any
         voluntary employees' beneficiary association or trust
         covered by Section 50 1 (c)(9) of the Code.

     (d)  Form of Payment and Deferral Option.  The "make whole"
          pension supplements provided for in this Section 5.4(a)
          and (b) shall be payable in lump sum form at the same
          time as the benefit becomes payable to or with respect
          to the Participant under the relevant Pension Plan (as
          to the Section 5.4(a) supplement) or under the
          Retirement Account plan (as to the Section 5.4(b)
          supplement). The terms and conditions of the relevant
          Pension Plan or the Retirement Account Plan shall
          provide the governing principles as to the calculation
          of the pension supplements arising under this Section
          5.4. Notwithstanding the above, a Participant who
          becomes entitled to a pension supplement pursuant to
          Section 5.4(a) or (b) will be allowed to elect that the
          relevant lump sum payment be determined and then
          credited to such Participant's Account Balance under
          this Plan as of the date the same would have otherwise
          been paid (the "Supplement Payment Date") (with such
          Participant to be treated as having then "Retired" for
          purposes of this Plan, so that the Participant's
          election for a method of payout under Article 5 shall
          govern), provided that such an Election Form filed by
          the Participant with regard to such pension
          supplement(s) is submitted to the Committee at least
          one year prior to the Supplemental Payment Date.

                            ARTICLE 6

                     Pre-Retirement Survivor Benefit

6.1  Pre-Retirement Survivor Benefit.  Subject to the Deduction
     Limitation, the Participant's Beneficiary shall receive a
     Pre-Retirement Survivor Benefit equal to the Participant's
     Account Balance if the Participant dies before he or she
     Retires, experiences a Termination of Employment or suffers
     a Disability.

6.2  Payment of Pre-Retirement Survivor Benefit.  A Participant,
     in connection with his or her commencement of participation
     in the Plan, shall elect on an Election Form whether the
     Pre-Retirement Survivor Benefit shall be received by his or
     her Beneficiary in a lump sum or pursuant to an Annual
     Installment Method. The Participant may annually change this
     election to an allowable alternative payout period by
     submitting a new Election Form to the Committee, which form
     is accepted by the Committee in its sole discretion. The
     Election Form most recently accepted by the Committee prior
     to the Participant's death shall govern the payout of the
     Participant's Pre-Retirement Survivor Benefit. If a
     Participant does not make any election with respect to the
     payment of the Pre-Retirement Survivor Benefit, then such
     benefit shall be paid in a lump sum. Despite the foregoing,
     if the Participant's Account Balance at the time of his or
     her death is less than $25,000, payment of the
     Pre-Retirement Survivor Benefit may be made, in the sole
     discretion of the Committee, in a lump sum. The lump sum
     payment shall be made, or installment payments shall
     commence, no later than 90 days after the last day of the
     Plan Year in which the Committee is provided with proof that
     is satisfactory to the Committee of the Participant's death.
     Any payment made shall be subject to the Deduction
     Limitation.

                            ARTICLE 7

                       Termination Benefit

7.1  Termination Benefit.  Subject to the Deduction Limitation,
     the Participant shall receive a Termination Benefit, which
     shall be equal to the Participant's Account Balance if a
     Participant experiences a Termination of Employment prior to
     his or her Retirement, death or Disability.

7.2  Payment of Termination Benefit.  A Participant, in
     connection with his or her participation in the Plan, shall
     elect on an Election Form to receive the Termination Benefit
     in a lump sum or over a period of 5 years in annual
     installments using the Fractional Method specified in
     Section 1.6. The Participant may annually change his or her
     election to an allowable alternative by submitting a new
     Election Form to the Committee, provided that any such
     Election Form is submitted at least one year prior to the
     Participant's Termination of Employment and is accepted by
     the Committee in its sole discretion. However,
     notwithstanding a Participant's election, if the
     Participant's Account Balance at the time of his or her
     Termination of Employment is less than $25,000, payment of
     his or her Termination Benefit shall be paid in a lump sum.
     The lump sum payment shall be made, or installment payments
     shall commence, no later than 90 days after the last day of
     the Plan Year in which the Participant experiences the
     Termination of Employment. Any payment made shall be subject
     to the Deduction Limitation.

                            ARTICLE 8

                  Disability Waiver and Benefit

8.1 Disability Waiver.

    (a)  Waiver of Deferral.  A Participant who is determined by
          the Committee to be suffering from a Disability shall
          be (i) excused from fulfilling that portion of the
          Annual Deferral Amount commitment that would otherwise
          have been withheld from a Participant's Base Annual
          Salary, Annual or Long-Term Performance Award,
          Severance Payments and/or SERP Payments for the Plan
          Year during which the Participant first suffers a
          Disability and (11) excused from fulfilling any
          existing unvested Restricted Stock Amount or
          unexercised Stock Option Amount commitments. During the
          period of Disability, the Participant shall not be
          allowed to make any additional deferral elections, but
          will continue to be considered a Participant for all
          other purposes of this Plan.

    (b)  Return to Work.  If a Participant returns to employment
          after a Disability ceases, the Participant may elect to
          defer an Annual Deferral Amount, Stock Option Amount
          and Restricted Stock Amount for the Plan Year following
          his or her return to employment or service and for
          every Plan Year thereafter while a Participant in the
          Plan; provided such deferral elections are otherwise
          allowed and an Election Form is delivered to and
          accepted by the Committee for each such election in
          accordance with Section 3.2 above.

8.2  Continued Eligibility; Disability Benefit.  A Participant
    suffering a Disability shall, for benefit purposes under th
    is Plan, continue to be considered to be employed and shall
    be eligible for the benefits provided for in Articles 4, 5,
    6 or 7 in accordance with the provisions of those Articles.
    Notwithstanding the above, the Committee shall have the
    right to, in its sole and absolute discretion and for
    purposes of this Plan only, to deem the Participant to have
    experienced a Termination of Employment at any time.
    Further, in the case of a Participant who is otherwise
    eligible to Retire, the Committee shall treat such
    Participant as         having Retired as soon as practicable
    after such Participant is determined to be suffering a
    Disability. In either case the Participant shall receive a
    Disability Benefit equal to his or her Account Balance at
    the time of the Committee's determination; provided,
    however, that should the Participant otherwise have been
    eligible to Retire, he or she shall be paid in accordance
    with Article 5. If the Disability Benefit is not payable in
    accordance with Article 5, it shall be paid in a lump sum
    within 90 days of the Committee's exercise of such right.
    Any payment made shall be subject to the Deduction
    Limitation.

                            ARTICLE 9

                        Beneficiary Designation

9.1  Beneficiary. Each Participant shall have the right, at any
    time, to designate his or her Beneficiary(ies) (both primary
    as well as contingent) to receive any benefits payable under
    the Plan to a beneficiary upon the death of a Participant.
    The Beneficiary designated under this Plan may be the same
    as or different from the Beneficiary designation under any
    other plan of an Employer in which the Participant
    participates.

9.2  Beneficiary Designation; Change. A Participant shall
    designate his or her Beneficiary by completing and signing
    the Beneficiary Designation Form, and returning it to the
    Committee or its designated agent. A Participant shall have
    the right to change a Beneficiary by completing, signing and
    otherwise complying with the terms of the Beneficiary
    Designation Form and the Committee's rules and procedures,
    as in effect from time to time. Upon the acceptance by the
    Committee of a new Beneficiary Designation Form, all
    Beneficiary designations previously filed shall be canceled.
    The Committee shall be entitled to rely on the last
    Beneficiary Designation Form filed by the Participant and
    accepted by the Committee prior to his or her death.

9.3  Acknowledgment. No designation or change in designation of a
    Beneficiary shall be effective until received and
    acknowledged in writing by the Committee or its designated
    agent.

9.4  No Beneficiary Designation . If a Participant fails to
    designate a Beneficiary as provided in Sections 9.1, 9.2 and
    9.3 above or, if all designated Beneficiaries predecease the
    Participant or die prior to complete distribution of the
    Participant's benefits, then the Participant's designated
    Beneficiary shall be deemed to be his or her surviving
    spouse. If the Participant has no surviving spouse, but was
    survived by a designated Beneficiary who was receiving or
    was entitled to receive distribution but died prior to a
    complete distribution of the Participant's benefits, the
    benefits remaining shall be payable to such designated
    Beneficiary's estate. If the Participant leaves no surviving
    spouse and was not survived by a designated Beneficiary as
    provided in the foregoing sentence, the benefits remaining
    shall be payable to the Participant's estate.

9.5  Doubt as to Beneficiary.  If the Committee has any doubt as
    to the proper Beneficiary to receive payments pursuant to
    this Plan, the Committee shall have the right, exercisable
    in its discretion, to cause the Participant's Employer to
    withhold such payments until this matter is resolved to the
    Committee's satisfaction.

9.6  Discharge of Obligations.  The payment of benefits under the
    Plan to a Beneficiary shall fully and completely discharge
    all Employers and the Committee from all further obligations
    under this Plan with respect to the Participant, and that
    Participant's Election Form(s) shall terminate upon such
    full payment of benefits.

                           ARTICLE 10

                        Leave of Absence

10.1 Paid Leave of Absence.  If a Participant is authorized by
    the Participant's Employer for any reason to take a paid
    leave of absence from the employment of the Employer, the
    Participant shall continue to be considered employed by the
    Employer and the Annual Deferral Amount shall continue to be
    withheld during such paid leave of absence in accordance
    with Section 3.2.

10.2 Unpaid Leave of Absence.  If a Participant is authorized by
    the Participant's Employer for any reason to take an unpaid
    leave of absence from the employment of the Employer, the
    Participant shall continue to be considered employed by the
    Employer and the Participant shall be excused from making
    deferrals until the earlier of the date the leave of absence
    expires or the Participant returns to a paid employment
    status. Upon such expiration or return, deferrals shall
    resume for the remaining portion of the Plan Year in which
    the expiration or return occurs, based on the deferral
    election, if any, made for that Plan Year. If no election
    was made for that Plan Year, no deferral shall be withheld.

                           ARTICLE 11

                 Termination, Amendment or Modification

11.1 Termination.  Although each Employer anticipates that it
    will continue the Plan for an indefinite period of time,
    there is no guarantee that any Employer will continue the
    Plan or will not terminate the Plan at any time in the
    future. Accordingly, each Employer reserves the right to
    discontinue its sponsorship of the Plan and/or to terminate
    the Plan at any time with respect to all of its
    participating Employees, by action of its Board of Directors
    or Compensation Committee. Upon the termination of the Plan
    with respect to any Employer, the Election Form(s) of the
    affected Participants who are employed by that Employer
    shall terminate. The terminating Employer may decide that
    the Account Balances of its participating Employees shall
    continue to be held under the provisions of this Plan (but
    with no further deferrals to be made after termination of
    the Plan by such Employer as to its participating Employees)
    until an event occurs which would otherwise cause a payout
    to be made hereunder. Any Company Contribution amounts which
    are not fully vested may continue to be so held under the
    Plan, even if other amounts in the Account Balances are not
    so held. Alternatively, the Employer may determine to
    proceed with distribution of Account Balances of the
    affected Participants determined as if they had experienced
    a Termination of Employment on the date of Plan termination
    or, if Plan termination occurs after the date upon
    which a Participant was eligible to Retire, then with
    respect to that Participant as if he or she had Retired on
    the date of Plan termination. However, if an Employer
    terminates the Plan as to its participating Employees after
    a Change in Control, the Employer shall be required to pay
    such benefits in a lump sum, except as otherwise provided in
    Section 15.18. The termination of the Plan shall not
    adversely affect any Participant or Beneficiary who has
    become entitled to the payment of any benefits under the
    Plan as of the date of termination; provided however, that
    the Employer shall have the right to accelerate installment
    payments without a premium or prepayment penalty by paying
    the Account Balance in a lump sum or using fewer years
    (provided that the present value of all payments that will
    have been received by a Participant at any given point of
    time under the different payment schedule shall equal or
    exceed the present value of all payments that would have
    been received at that point in time under the original
    payment schedule).

11.2 Amendment.  The Company has the sole right to amend or
    modify the Plan and may do so at any time, in whole or in
    part, by the action of its Board of Directors or
    Compensation Committee; provided, however, that: (i) no
    amendment shall be effective to decrease the value of a
    Participant's Account Balance in existence at the time the
    amendment or modification is made, and (ii) no amendment
    shall adversely affect any Participant or Beneficiary who
    has become entitled to benefits as of the date of the
    amendment. Further, during the pendency of a Potential
    Change in Control (as defined below) and at all times
    following a Change in Control, no amendment or modification
    may be made which in any way adversely affects the interests
    of any Participant with respect to amounts credited to such
    Participant's Account Balance as of the date of the
    amendment. A "Potential Change in Control" shall be deemed
    to have occurred if the event set forth in any one of the
    following paragraphs shall have occurred:

     (a)  the Company enters into an agreement, the consummation
          of which would result in the occurrence of a Change in
          Control;

     (b)  the Company or any Person publicly announces an
          intention to take or to consider taking actions which,
          if consummated, would constitute a Change in Control;

     (c)  any Person becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company representing
          15% or more of either the then outstanding shares of
          common stock of the Company or the combined voting
          power of the Company's then outstanding securities (not
          including in the securities beneficially owned by such
          Person any securities acquired directly from the
          Company or its affiliates); or

    (d)   the Board adopts a resolution to the effect that, for
          purposes of this Agreement, a Potential Change in
          Control has occurred.

    The capitalized terms in the above definition have the same
    meaning as in the "Change in Control" definition set forth
    in Section 1.13 of the Plan.

11.3 Effect of Payment. The full payment of the applicable
    benefit under any provision of the Plan shall completely
    discharge all obligations to a Participant and his or her
    designated Beneficiaries under this Plan and the
    Participant's Election Form(s) shall terminate.

                           ARTICLE 12

                         Administration

12.1 Committee Duties.  Except as otherwise provided in this
    Article 12, this Plan shall be administered by the
    Committee. Members of the Committee may be Participants
    under this Plan. The Committee (or the Chief Executive
    Officer if such individual chooses to so act) shall also
    have full and complete discretionary authority to (1) make,
    amend, interpret, and enforce all appropriate rules and
    regulations for the administration of this Plan and (ii)
    decide or resolve any and all questions including
    interpretations of this Plan, as may anise in connection
    with the claims procedures set forth in Article 13 or
    otherwise with regard to the Plan. Any individual serving on
    the Committee who is a Participant shall not vote or act on
    any matter relating solely to himself or herself. The Chief
    Executive Officer may not act on any matter involving such
    officer's own participation in the Plan. All references to
    the Committee shall be deemed to include reference to the
    Chief Executive Officer. When making a determination or
    calculation, the Committee shall be entitled to rely on
    information furnished by a Participant or the Company.
    Notwithstanding any other provision of this Plan, the
    Committee shall have the power, in its sole and absolute
    discretion, to grant or deny a request from any Participant,
    Inactive Participant or Beneficiary for acceleration in
    payment of any Account Balance held with respect to such
    person. This discretionary power shall reside with the
    Committee under this Section 12.1 and with Administrator
    under Section 12.2.

12.2 Administration Upon Change In Control.  For purposes of this
    Plan, the Company shall be the "Administrator" at all times
    prior to the occurrence of a Change in Control. Upon and
    after the occurrence of a Change in Control, the
    "Administrator" shall be an independent third party selected
    by the individual who, at any time prior to such event, was
    the Company's Chief Executive Officer or, if there is no
    such officer or such officer does not act, by the Company's
    then highest ranking officer (the "Appointing Officer").
    Upon the occurrence of a Change in Control, the
    Administrator shall have full and complete discretionary
    power to determine all questions arising in connection with
    the administration of the Plan and the interpretation of the
    Plan and Trust including, but not limited to benefit
    entitlement determinations. Upon and after the occurrence of
    a Change in Control, the Company must: (1) pay all
    reasonable administrative expenses and fees of the
    Administrator; (2) indemnify the Administrator against any
    costs, expenses and liabilities (including, without
    limitation, attorney's fees) of whatsoever kind and nature
    which may be imposed on, asserted against or incurred by the
    Administrator in connection with the performance of the
    Administrator hereunder, except with respect to matters
    resulting from the gross negligence or willful misconduct of
    the Administrator or its employees or agents; and (3) supply
    full and timely information to the Administrator or all
    matters relating to the Plan, the Trust, the Participants
    and their Beneficiaries, the Account Balances of the
    Participants, including the dates of Retirement, Disability,
    death or Termination of Employment of the Participants, and
    such other pertinent information as the Administrator may
    reasonably require. Upon and after a Change in Control, the
    Administrator may be terminated (and a replacement
    appointed) only by either individual who was or could have
    been an Appointing Officer. Upon and after a Change in
    Control, the Administrator may not be terminated by the
    Company.

12.3 Agents.  In the administration of this Plan, the Committee
    may, from time to time, employ agents and delegate to them
    such administrative duties as it sees fit (including acting
    through
    a duly appointed representative) and may from time to time
    consult with counsel who may be counsel to any Employer.

12.4 Binding Effect of Decisions.  The decision or action of the
    Administrator with respect to any question arising out of or
    in connection with the administration, interpretation and
    application of the Plan and the rules and regulations
    promulgated hereunder shall be final and conclusive and
    binding upon all persons having any interest in the Plan.

12.5 Indemnity of Committee.  All Employers shall indemnify and
    hold harmless the members of the Committee, and any other
    Employee to whom the duties of the Committee may be
    delegated, and the Administrator against any and all claims,
    losses, damages, expenses or liabilities arising from any
    action or failure to act with respect to this Plan, except
    in the case of willful misconduct by the Committee, any of
    its members, any such Employee or the Administrator.

12.6 Employer Information.  To enable the Committee and/or
    Administrator to perform its functions, the Company and each
    Employer shall supply full and timely information to the
    Committee and/or Administrator, as the case may be, on all
    matters relating to the compensation of its Participants,
    the dates of the Retirement, Disability, death or
    Termination of Employment of its Participants, and such
    other pertinent information as the Committee or
    Administrator may reasonably require.

12.7 Coordination with Other Benefits.  The benefits provided for
    a Participant and Participant's Beneficiary under the Plan
    are in addition to any other benefits available to such
    Participant under any other plan or program for employees of
    the Participant's Employer. The Plan shall supplement and
    shall not supersede, modify or amend any other such plan or
    program except as may otherwise be expressly provided.

                           ARTICLE 13

                         Claims Procedures

13.1 Presentation of Claim.  Any Participant or Beneficiary of a
    deceased Participant (such Participant or Beneficiary being
    referred to below as a "Claimant") may deliver to the
    Committee a written claim for a determination with respect
    to the amounts distributable to such Claimant from the Plan.
    If such a claim relates to the contents of a notice received
    by the Claimant, the claim must be made within 90 days after
    such notice was received by the Claimant. All other claims
    must be made within 180 days of the date on which the event
    that caused the claim to arise occurred. The claim must
    state with particularity the determination desired by the
    Claimant.

13.2 Notification of Decision. The Committee shall consider a
    Claimant's claim within a reasonable time, and shall notify
    the Claimant in writing:

     (a) that the Claimant's requested determination has been
         made, and that the claim has been allowed in full; or

     (b) that the Committee has reached a conclusion contrary,
         in whole or in part, to the Claimant's requested
         determination, and such notice must set forth in a manner
         calculated to be understood by the Claimant:

          (i)  the specific reason(s) for the denial of the
               claim, or any part of it;

          (ii) specific reference(s) to pertinent provisions of
               the Plan upon which such denial was based;

          (iii)a description of any additional material or
               information necessary for the Claimant to perfect
               the claim, and an explanation of why such material
               or information is necessary; and

         (iv) an explanation of the claim review procedure set
              forth in Section 13.3 below.

13.3 Review of a Denied Claim.  A Claimant is entitled to request
    a review of any claim that has been denied in whole or in
    part. However, in order to obtain such review, the Claimant
    must submit a written request for review with the Committee
    within 60 days after receiving a notice from the Committee
    that a claim has been denied, in whole or in part. Absent
    receipt by the Committee of a written request for review
    within such 60-day period, the claim will be deemed to be
    conclusively denied. After the timely filing of a request
    for review, but not later than 30 days after the review
    procedure began, the Claimant (or the Claimant's duly
    authorized representative):

    (a) may review pertinent documents;

    (b) may submit written comments or other documents; and/or

    (c) may request a hearing, which the Committee, in its sole
    discretion, may grant.

13.4 Decision on Review.  The Committee shall render its decision
    on review promptly, and not later than 60 days after the
    filing of a written request for review of the denial, unless
    a hearing is held or other special circumstances require
    additional time, in which case the Committee's decision must
    be rendered within 120 days after such date. Such decision
    must be written in a manner calculated to be understood by
    the Claimant, and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions
          upon which the decision was based; and

     (c) such other matters as the Committee deems relevant.

13.5 Legal Action.  Any final decision by the Committee shall be
    binding on all parties. A Claimant's compliance with the
    foregoing provisions of this Article 13 is a mandatory
    prerequisite to a Claimant's right to commence any legal
    action with respect to any claim for benefits under this
    Plan. If a final determination of the Committee is
    challenged in court,
    such determination shall not be subject to de novo review
    and shall not be overturned unless proven to be arbitrary
    and capricious based on the evidence considered by the
    Committee at the time of such determination.

                           ARTICLE 14

                              Trust

14.1 Establishment of the Trust.  The Company shall establish the
    Trust, and each Employer shall at least annually transfer
    over to the Trust such assets as the Employer determines, in
    its sole discretion, are necessary to provide, on a present
    value basis, for its respective future liabilities created
    with respect to the Annual Deferral Amounts, Annual Company
    Contribution Amounts, Company Matching Amounts, Annual Stock
    Option Amounts and Annual Restricted Stock Amounts for such
    Employer's Participants for all periods prior to the
    transfer, as well as any debits and credits to the
    Participants' Account Balances for all periods prior to the
    transfer, taking into consideration the value of the assets
    in the trust at the time of the transfer.

14.2 Interrelationship of the Plan and the Trust.  The provisions
    of the Plan shall govern the rights of a Participant to
    receive distributions pursuant to the Plan. The provisions
    of the Trust shall govern the rights of the Employers,
    Participants and the creditors of the Employers to the
    assets transferred to the Trust. Each Employer shall at all
    times remain liable to carry out its obligations under the
    Plan.

14.3 Distributions From the Trust.  Each Employer's obligations
    under the Plan may be satisfied with Trust assets
    distributed pursuant to the terms of the Trust, and any such
    distribution shall reduce the Employees obligations under
    this Plan.

                           ARTICLE 15

                           Miscellaneous

15.1 Status of Plan.  The Plan is intended to be a plan that is
    not qualified within the meaning of Code Section 401 (a) and
    that "is unfunded and is maintained by an employer primarily
    for the purpose of providing deferred compensation for a
    select group of management or highly compensated employees"
    within the meaning of ERISA. The Plan shall be administered
    and interpreted to the extent possible in a manner
    consistent with that intent.

15.2 Unsecured General Creditor.  Participants and their
    Beneficiaries, heirs, successors and assigns shall have no
    legal or equitable rights, interests or claims in any
    property or assets of an Employer. For purposes of the
    payment of benefits under this Plan, any and all of an
    Employer's assets shall be, and remain, the general,
    unpledged unrestricted assets of the Employer. An Employer's
    obligation under the Plan shall be merely that of an
    unfunded and unsecured promise to pay money in the future.

15.3 Employer's Liability.  An Employer's liability for the
    payment of benefits shall be defined only by the Plan and
    any Election Form(s), as entered into between the Employer
    and a Participant. An Employer shall have no obligation to a
    Participant under the Plan except as expressly provided in
    the Plan.

15.4 Nonassignability.  Neither a Participant nor any other
    person shall have any right to commute, sell, assign,
    transfer, pledge, anticipate, mortgage or otherwise
    encumber, transfer, hypothecate, alienate or convey in
    advance of actual receipt, the amounts, if any, payable
    hereunder, or any part thereof, which are, and all rights to
    which are expressly declared to be, unassignable and
    non-transferable to the maximum extent allowed by law. No
    part of the amounts payable shall, prior to actual payment,
    be subject to seizure, attachment, garnishment or
    sequestration for the payment of any debts, judgments,
    alimony or separate maintenance owed by a Participant or any
    other person, nor shall any part of the same, to the maximum
    extent allowed by law, be transferable by operation of law
    in the event of a Participant's or any other person's
    bankruptcy or insolvency or be transferable to a spouse as a
    result of a property settlement or otherwise.

15.5 Not a Contract of Employment.  The terms and conditions of
    this Plan shall not be deemed to constitute a contract of
    employment between any Employer and the Participant. Such
    employment is hereby acknowledged to be an "at will"
    employment relationship that can be terminated at any time
    for any reason, or no reason, with or without cause, and
    with or without notice, unless expressly provided in a
    written employment agreement. Nothing in this Plan shall be
    deemed to give a Participant the right to be retained in the
    service of any Employer as an Employee, or to interfere with
    the right of any Employer to discipline or discharge the
    Participant at any time.

15.6 Furnishing Information.  A Participant or his or her
    Beneficiary will cooperate with the Committee by furnishing
    any and all information requested by the Committee and take
    such other actions as may be requested in order to
    facilitate the administration of the Plan and the payments
    of benefits hereunder, including but not limited to taking
    such physical examinations as the Committee may deem
    necessary.

15.7 Terms.  Whenever any words are used herein in the masculine,
    they shall be construed as though they were in the feminine
    in all cases where they would so apply; and whenever any
    words are used herein in the singular or in the plural, they
    shall be construed as though they were used in the plural or
    the singular, as the case may be, in all cases where they
    would so apply

15.8 Captions.  The captions of the articles, sections and
    paragraphs of this Plan are for convenience only and shall
    not control or affect the meaning or construction of any of
    its provisions.

15.9 Governing Law.  Subject to ERISA, the provisions of this
    Plan shall be construed and interpreted according to the
    internal laws of the State of Wisconsin without regard to
    its conflicts of laws principles.

15.10 Notice.  Any notice or filing required or permitted to
     be given to the Committee under this Plan shall be
     sufficient if in writing and hand-delivered, or sent by
     registered or certified mail, to the address below:

                    Corporate Secretary
                    Wisconsin Energy Corporation
                    231 W. Michigan Street
                    Milwaukee, Wisconsin 53203

    Such notice shall be deemed given as of the date of delivery
    or, if delivery is made by mail, as of the date shown on the
    postmark on the receipt for registration or certification.

    Any notice or filing required or permitted to be given to a
    Participant under this Plan shall be sufficient if in
    writing and hand-delivered, or sent by mail, to the last
    known address of the Participant.

15.11 Successors.  The provisions of this Plan shall bind and
    inure to the benefit of the Participant's Employer and its
    successors and assigns and the Participant and the
    Participant's designated Beneficiaries.

15.12 Validity.  In case any provision of this Plan shall be
    illegal or invalid for any reason, said illegality or
    invalidity shall not affect the remaining parts hereof, but
    this Plan shall be construed and enforced as if such illegal
    or invalid provision had never been inserted herein.

15.13 Incompetent.  If the Committee determines in its
    discretion that a benefit under this Plan is to be paid to a
    minor, a person declared incompetent or to a person
    incapable of handling the disposition of that person's
    property, the Committee may direct payment of such benefit
    to the guardian, legal representative or person having the
    care and custody of such minor, incompetent or incapable
    person. The Committee may require proof of minority,
    incompetence, incapacity or guardianship, as it may deem
    appropriate prior to distribution of the benefit. Any
    payment of a benefit shall be a payment for the account of
    the Participant and the Participant's Beneficiary, as the
    case may be, and shall be a complete discharge of any
    liability under the Plan for such payment amount.

15.14 Court Order.  The Committee is authorized to make any
    payments directed by court order in any action in which the
    Plan or the Committee has been named as a party. In
    addition, if a court determines that a spouse or former
    spouse of a Participant has an interest in the Participant's
    benefits under the Plan in connection with a property
    settlement or otherwise, the Committee in its sole
    discretion, shall have the right, notwithstanding any
    election made by a Participant, to immediately distribute
    the spouse's or former spouse's interest in the
    Participant's benefits under the Plan to that spouse or
    former spouse.

15.15 Distribution in the Event of Taxation.

    (a)  In General.  If, for any reason, all or any portion of a
         Participant's benefits under this
         Plan becomes taxable to the Participant prior to
         receipt, a Participant may petition the
         Committee before a Change in Control, or the third
         party administrator after a
         Change in Control, for a distribution of that portion
         of his or her benefit that has
         become taxable. Upon the grant of such a petition,
         which grant shall not be
         unreasonably withheld (and, after a Change in Control,
         shall be granted), a
         Participant's Employer shall distribute to the
         Participant immediately available funds
         in an amount equal to the taxable portion of his or her
         benefit (which amount shall
         not exceed a Participant's unpaid Account Balance under
         the Plan). If the petition is
         granted, the tax liability distribution shall be made
         within 90 days of the date when
         the Participant's petition is granted. Such a
         distribution shall affect and reduce the
         benefits to be paid under this Plan.

     (b) Trust. If the Trust terminates in accordance with its
         terms and benefits are distributed from the Trust to a
         Participant in accordance therewith, the Participant's
         benefits under this Plan shall be reduced to the extent
         of such distributions.

15.16 Insurance.  The Employers, on their own behalf or on
    behalf of the trustee of the Trust, and, in their sole
    discretion, may apply for and procure insurance on the life
    of the Participant, in such amounts and in such forms as the
    Trust may choose. The Employers or the trustee of the Trust,
    as the case may be, shall be the sole owner and beneficiary
    of any such insurance. The Participant shall have no
    interest whatsoever in any such policy or policies, and at
    the request of the Employers shall submit to medical
    examinations and supply such information and execute such
    documents as may be required by the insurance company or
    companies to whom the Employers have applied for insurance.
    The Participant may elect not to be insured.

15.17 Legal Fees To Enforce Rights After Change in Control.
    The Company and each Employer is aware that upon the
    occurrence of a Change in Control, the Company Board or the
    board of directors of a Participant's Employer (which might
    then be composed of new members) or a shareholder of the
    Company or the Participant's Employer, or of any successor
    corporation might then cause or attempt to cause the
    Company, the Participant's Employer or such successor to
    refuse to comply with its obligations under the Plan and
    might cause or attempt to cause the Company or the
    Participant's Employer to institute, or may institute,
    litigation seeking to deny Participants the benefits
    intended under the Plan. In these circumstances, the purpose
    of the Plan could be frustrated. Accordingly, if, following
    a Change in Control, it should appear to any Participant
    that the Company, the Participant's Employer or any
    successor corporation has failed to comply with any of its
    obligations under the Plan or any agreement thereunder or,
    if the Company, such Employer or any other person takes any
    action to declare the Plan void or unenforceable or
    institutes any litigation or other legal action designed to
    deny, diminish or to recover from any Participant the
    benefits intended to be provided, then the Company and the
    Participant's Employer irrevocably authorize such
    Participant to retain counsel of his or her choice at the
    expense of the Company and the Participant's Employer (who
    shall be jointly and severally liable for all reasonable
    fees of such counsel) to represent such Participant in
    connection with the initiation or defense of any litigation
    or other legal action, whether by or against the Company,
    the Participant's Employer or any director, officer,
    shareholder or other person affiliated with the Company, the
    Participant's Employer or any successor thereto in any
    jurisdiction.

15.18 Payout Under Special Circumstances.  Notwithstanding
    any other provision of this Plan, upon the happening of
    either of the following events, the Account Balances of all
    Participants, Inactive Participants and Beneficiaries shall
    be forthwith paid in a single lump sum, except in the case
    of an event constituting a Change in Control for any
    individual who has previously filed a special written
    irrevocable deferral election form under the SERP, or under
    a special written contract with the Company (including,
    without limitation, the senior officer change in control,
    severance and non-compete agreements currently in effect)
    electing not to receive such an immediate lump sum but to
    instead be paid on another basis:

    (a) the occurrence of a Change in Control; or

    (b) should at any time Moody's or Standard & Poor's
        investment rating services classify the senior debt
        obligations of the Company as less than "investment
        grade" (which
        term shall mean bonds of the Company which are assigned
        to the top four grades, which as of the date of this
        document are AAA, AA, A and BBB by Standard & Poor's
        and Aaa, Aa2 and Baa2 by Moody's.

</TEXT>
</DOCUMENT>
