<PAGE>

                                                                     EXHIBIT 4.5








                              WISCONSIN GAS COMPANY
                             EMPLOYEES' SAVINGS PLAN

                   (As Amended and Restated Effective in 2000)
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

Article I. APPLICATION AND PURPOSE.............................................1

Article II. DEFINITION OF TERMS................................................2
        Section 2.01.   Definitions............................................2
        Section 2.02.   Construction...........................................5

Article III. PARTICIPATION.....................................................7
        Section 3.01.   Participation..........................................7
        Section 3.02.   Transfers..............................................8
        Section 3.03.   Special Rules Applicable to Returning Veterans.........9

Article IV. PARTICIPANT'S DEPOSITS............................................11
        Section 4.01.   Amount and Payment of Participant Deposits............11
        Section 4.02.   Suspension of a Participant's Deposits................11
        Section 4.03.   Recommencement of Deposits............................12
        Section 4.04.   Election Period and Effective Date....................12
        Section 4.05.   Rollover Deposits.....................................12
        Section 4.06.   Average Deferral Percentage Test......................12
        Section 4.07.   Maximum Contribution Percentage Test..................14

Article V. EMPLOYER CONTRIBUTIONS AND FUNDING POLICY..........................16
        Section 5.01.   Employer Contributions................................16
        Section 5.02.   No Liability for Future Contributions.................16
        Section 5.03.   Funding Policy........................................16

Article VI. INVESTMENT FUNDS..................................................17
        Section 6.01.   Investment Fund Selection.............................17
        Section 6.02.   Direction of Investment...............................17
        Section 6.03.   Transfers Between Funds...............................17
        Section 6.04.   Voting of WEC Stock...................................17
        Section 6.05.   Tender Offers.........................................18

Article VII. PARTICIPANT ACCOUNTS.............................................19
        Section 7.01.   Description of Participant Accounts...................19
        Section 7.02.   Allocation of Participant Deposits and Employer
                        Contributions.........................................19
        Section 7.03.   Allocation of Changes in Value........................19
        Section 7.04.   Annual Statement for Participants.....................19

Article VIII. BENEFITS........................................................20
        Section 8.01.   Non-Forfeitability....................................20
        Section 8.02.   Withdrawal of Savings Subaccount Deposits.............20

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                                                                            Page
                                                                            ----

        Section 8.03.   Hardship Withdrawal of Rollover Subaccount and
                        Tax Deferral Subaccount Deposits......................20
        Section 8.04.   Withdrawals after Age 59-1/2..........................20
        Section 8.05.   Time and Manner of Payment and Date of Valuation......21
        Section 8.06.   Distributions to Minor and Disabled Beneficiaries.....21
        Section 8.07.   Loans to Participants.................................22

Article IX. PLAN ADMINISTRATION...............................................25
        Section 9.01.   Appointment of Members................................25
        Section 9.02.   Responsibility and Authority of the Administrator.....25
        Section 9.03.   Use of Professional Services..........................25
        Section 9.04.   Fees and Expenses.....................................25
        Section 9.05.   Organization and Procedure............................26
        Section 9.06.   Delegation of Authority and Responsibility............26
        Section 9.07.   Requirement to Furnish Information and to Use
                        Administrator's Forms.................................26
        Section 9.08.   Claims Procedure......................................26
        Section 9.09.   Agent for Service of Process..........................27
        Section 9.10.   Communications........................................27

Article X. AMENDMENT AND TERMINATION..........................................29
        Section 10.01.  Amendment.............................................29
        Section 10.02.  Termination...........................................29

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES....................30
        Section 11.01.  Fiduciaries...........................................30
        Section 11.02.  Allocation of Fiduciary Responsibilities..............30
        Section 11.03.  General Limitation on Liability.......................30
        Section 11.04.  Responsibility for Co-Fiduciaries.....................30
        Section 11.05.  Multiple Fiduciary Capacities.........................31

Article XII. GENERAL PROVISIONS...............................................32
        Section 12.01.  NonGuarantee of Employment or Other Benefits..........32
        Section 12.02.  Mergers, Consolidations and Transfers of Plan Assets..32
        Section 12.03.  Spendthrift Clause....................................32
        Section 12.04.  Exclusive Benefit.....................................32
        Section 12.05.  Limitation of Allocations.............................32
        Section 12.06.  Top-Heavy Restrictions................................33
        Section 12.07.  Indemnification.......................................34
        Section 12.08.  Successors and Assigns................................34
        Section 12.09.  Retroactive Effective Dates...........................34
        Section 12.10.  Withholding/Rollover Rules............................35

CERTIFICATION.................................................................36


                                       ii
<PAGE>

                              WISCONSIN GAS COMPANY
                             EMPLOYEES' SAVINGS PLAN

                   (As Amended and Restated Effective in 2000)

     Article I. APPLICATION AND PURPOSE

     Effective June 30, 1975, Wisconsin Gas Company (hereinafter called
"Company"), a Wisconsin corporation, withdrew as a participating employer in
American Natural Resources System Companies Employees' Savings Plan and
continued such savings plan for the benefit of its eligible non-union employees
under the name of Wisconsin Gas Company Employees' Savings Plan (hereinafter
called "Plan"). Since its original adoption in 1958, the Plan has been amended
and restated from time to time to comply with applicable legal requirements, to
include a qualified cash or deferred arrangement, to implement a leveraged
employee stock ownership plan with respect to the matching Employer
contributions, and to make various other revisions. The current restatement
reflects the merger with Wisconsin Energy Corporation or an affiliate thereof,
the termination of the leveraged employee stock ownership plan, the
reestablishment of the pre-ESOP matching contribution formula, and amendments to
satisfy recent statutory and regulatory developments. Except as otherwise
specifically provided, it is effective as of the "Effective Time of Merger"
under the Wisconsin Energy Corporation merger documents.



                                       1
<PAGE>

     Article II DEFINITION OF TERMS

     Section 2.01 Definitions. The following terms when used herein shall have
the following respective meanings, unless the context clearly indicates
otherwise:

     (a) "Administrator" means the committee appointed pursuant to Article IX
hereof to administer the Plan.

     (b) "Affiliate" means any Employer and any other corporation which is a
member of a controlled group of corporations (within the meaning of Section
1563[a] of the Code determined without regard to subsections [a][4] or [e][3][c]
thereof) which includes an Employer.

     (c) "Beneficiary" means the person, trust and/or other entity entitled to
receive benefits in the event of the Participant's death as provided by the
provisions of the Plan. Any designation of Beneficiary by a Participant shall be
in writing and filed with the Administrator on the form and in the manner
prescribed by the Administrator and may be changed or withdrawn from time to
time by the Participant. In the event the Participant is married, the
Beneficiary shall be the Participant's spouse unless the spouse consents
irrevocably and in a single writing to the designation of any alternative
Beneficiary or any subsequent change of Beneficiary and such consent is
witnessed (i) by a Plan representative appointed by the Administrator or (ii) by
a notary public. In the event no valid designation of Beneficiary is on file at
the date of death or no designated Beneficiary survives him, the Participant's
spouse shall be deemed to be the Beneficiary; in the further event the
Participant has no spouse or the spouse does not survive him, the Participant's
estate shall be deemed to be the Beneficiary. Notwithstanding the foregoing, in
the event of the Participant's divorce, the former spouse shall cease to be a
Beneficiary unless after such divorce the Participant completes a new
designation naming such individual as a Beneficiary.

     (d) "Board" means the Board of Directors of the Company.

     (e) "Code" means the Internal Revenue Code of 1986, as interpreted and
applied by regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

     (f) "Company" means Wisconsin Gas Company, a Wisconsin corporation, or any
successor thereto.

     (g) "Compensation" means a Participant's base salary and/or wages from the
Employers before deductions, including commissions, any Participant deposits
pursuant to Section 4.01 hereof and any salary reduction due to participation in
a cafeteria plan subject to Section 125 of the Code, but exclusive of (i) any
overtime or other premium pay, (ii) bonuses, (iii) any contributions on behalf
of such Participant paid by an Employer to the Plan other than Participant
deposits or to any other employee benefit plan (as defined by ERISA), (iv)
increased wages or salary resulting from temporary promotion, upgrading or
transfer, of whatever duration, to a higher paid job or classification and (v)
any other form of additional

                                       2
<PAGE>

remuneration and/or expense reimbursement which the Administrator, in its sole
discretion, determines not to be compensation hereunder. The maximum annual
compensation taken into account hereunder for purposes of calculating any
Participant's accrued benefit (including the right to any optional benefit) and
for all other purposes under the Plan shall be $170,000 (or such higher amount
permitted pursuant to Code Section 401(a)(17)).

     (h) "Employee" means any employee of an Employer with two exceptions.
First, a person who is in a collective bargaining unit with which the Employer
has a bargaining agreement shall not be included unless such agreement
specifically provides that persons in such unit shall be covered by the Plan.
Second, the only employees of FieldTech, Inc. who shall be covered by the Plan,
subject to the first exception, shall be (i) those employed on October 1, 1996,
in an administrative or management position, (ii) those employed in a corporate
management position after October 1, 1996, and (iii) those transferred from
Wisconsin Gas Company District Hourly employment to FieldTech, Inc. employment
effective October 1, 1996, who were eligible for and elected to become
Participants on or before April 1, 1997. A person who is a "leased employee"
within the meaning of Code Section 414(n) and (o) shall not be eligible to
participate in the Plan, but in the event such a person was participating or
subsequently becomes eligible to participate herein, credit shall be given for
the person's service as a leased employee toward completion of the Plan's
eligibility and vesting requirements, including any service for a member of the
controlled group or affiliated service group. For purposes hereof, a person
shall be deemed an employee of a corporation if such person is included on such
corporation's payroll; a person shall not be an employee merely because a person
is an officer of an Employer or because an Employer is assessed an internal
charge on its books for the benefit of an Affiliate which employs such person
who performs some services for the Employer at the request of said Affiliate.

     (i) "Employer" means the Company, WICOR, Inc., a Wisconsin corporation,
WEXCO of Delaware, Inc., a Delaware corporation, WICOR Energy Services Company,
FieldTech, Inc. and any other Affiliate which adopts the Plan by appropriate
Board of Directors action and which is authorized to participate in the Plan by
action of the Board.

     (j) "Employer Contribution Subaccount" means for each Participant the
portion of the Participant's Plan account to which the Employer makes matching
contributions.

     (k) "Entry Date" means the first business day of a month. For purposes of
calculating deposits, in the event a payroll period overlaps an Entry Date,
deposits shall be based on compensation for the first full pay period on or
after the Entry Date.

     (l) "ERISA" means the Employee Retirement Income Security Act of 1974, as
interpreted and applied by regulations and rulings issued pursuant thereto, all
as amended from time to time.

     (m) "Hardship" means any one of the following expenses deemed by the
Internal Revenue Service to be an immediate and heavy financial need:

                                       3
<PAGE>

     (i)  medical expenses described in Code section 213(d) incurred by the
          Employee, the Employee's spouse, or any dependents of the employee (as
          defined in Code section 152) or necessary for these persons to obtain
          such medical care;

     (ii) cost directly related to the purchase of a principal residence for the
          Employee (excluding mortgage payments);

     (iii) payment of tuition, and related educational fees, and room and board
          for the next twelve (12) months of post-secondary education for the
          Employee, his or her spouse, children, or dependents;

     (iv) payments necessary to prevent the eviction of the Employee from his
          principal residence or foreclosure on the mortgage of the Employee's
          principal residence; and

     (v)  any amounts necessary to pay federal, state, or local income taxes or
          penalties reasonably anticipated to result from the distribution.

     (n) "Insurer" means any insurance company or companies designated by the
Investment Committee which enter into an agreement with the Trustee to invest
all or a portion of the assets of the Trust Fund hereunder.

     (o) "Investment Committee" means the Retirement Plans Investment Committee
established and appointed to perform such duties with respect to the Trust Fund
as it may be delegated from time to time.

     (p) "Participant" means any Employee who becomes eligible to participate
under the Plan and elects to make deposits pursuant to Section 3.01(b) hereof.

     (q) "Plan" means the employee benefit arrangement herein continued and
contained, as amended and in effect from time to time, which Plan shall be known
as the "Wisconsin Gas Company Employees' Savings Plan". The governing documents
for the Plan shall include this Plan document, any amendments hereto, any
agreement with any Trustee and/or Insurer, any amendments to any such agreement,
resolutions of the Board relating hereto and such uniformly applicable rules,
regulations and standards promulgated by the Administrator or the Investment
Committee consistent and in accordance with the terms hereof and ERISA
requirements.

     (r) "Plan Year" means the standard calendar year commencing any January 1
and ending on any December 31.

     (s) "Rollover Subaccount" means for each Participant the portion of the
Participant's Plan account to which any rollovers pursuant to Section 4.05 are
made.

                                       4
<PAGE>

     (t) "Savings Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on an after tax basis
after February 28, 1983 and any allotments pursuant to the terms of the Plan in
effect prior to March 1, 1983.

     (u) "Tax Deferral Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on a tax deferral basis.

     (v) "Total Disability" means that a Participant meets the conditions set
forth in section 4.01 of the Wisconsin Gas Company Disability Plan.

     (w) "Trust Agreement" means the agreement, as amended and in effect from
time to time, between the Company and Trustee for the purpose of funding the
benefits provided hereunder and administering the Trust Fund, such agreement to
be known as the WICOR, Inc. Master Savings Trust Agreement".

     (x) "Trust Fund" means all sums of money and other property, together with
all earnings, income and increments thereon attributable to the Plan and held
under the Trust Agreement.

     (y) "Trustee" means Marshall & Ilsley Trust Company, a Wisconsin
corporation, or any successor or successors thereto, appointed by the Board to
hold and administer the Trust Fund.

     (z) "Valuation Date" means the most recent day on which securities markets
are open for business.

     (aa) "WEC Stock" means common stock of Wisconsin Energy Corporation.

     (bb) "WEC Stock Fund" means an investment fund that shall be invested
primarily in WEC Stock. The ERISA limitation on the maximum amount of securities
in a plan shall not be applicable hereto.

     Section 2.02. Construction.

     (a) Terms. Wherever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or 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. The words
"hereof", "herein", "hereunder" and other similar compounds of the word "here"
shall mean and refer to this entire document and not to any particular Article
or Section. Titles of Articles and Sections hereof are for general information
only, and the Plan is not to be construed by reference thereto.

                                       5
<PAGE>

     (b) Interpretation. The Plan is intended to be a cash or deferred
arrangement in a profit sharing plan meeting the requirements of Sections 401(k)
and 401(m) of the Code. It shall be interpreted so as to comply with the
applicable requirements thereof, where such requirements are not clearly
contrary to the express terms hereof. In all other respects, the Plan shall be
construed and its validity determined according to the laws of the State of
Wisconsin to the extent such laws are not preempted by federal law. In case any
provision of the Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts of the Plan, but
the Plan shall be construed and enforced as if said illegal and invalid
provisions had never been inserted herein.


                                       6
<PAGE>

     Article III. PARTICIPATION

     Section 3.01. Participation.

     (a) There shall be two separate sets of participation requirements, one
applicable for eligibility to make Employee contributions pursuant to Article IV
hereof and the other for eligibility for Employer matching contributions
pursuant to Article V hereof. In order to become a Participant for purposes of
Article IV, an Employee must have attained the minimum age of twenty-one (21)
and must timely file a written application as provided in subsection (b) below
and shall become a Participant as of the first Entry Date following the
completion of such requirements. In order to become a Participant for purposes
of Article V, an Employee must complete the eligibility requirements provided in
subsection (c) below and shall become a Participant as of the next following
Entry Date.

     (b) An eligible Employee may become a Participant by filing a written
application with the Administrator by the 22nd day of the month prior to any
Entry Date. A person who has just become an Employee also has a one-time
opportunity to apply immediately for Participant status commencing with the next
Entry Date. The Employee's application shall authorize the Employer to deduct
deposits from the Employee's Compensation in amounts specified by the Employee
pursuant to Article IV and shall evidence the Employee's acceptance of and
agreement to all of the provisions of the Plan.

     (c) The eligibility requirements for participation for purposes of Article
V are the following:

     (i)  attainment of age twenty-one (21);

     (ii) completion of 1,000 Hours of Service in a twelve (12) month period
          beginning on an Employee's date of hire or any subsequent January 1;

     (iii) employment in the status of an Employee; and

     (iv) completion of a one (1) year waiting period commencing with the
          individual's first date of hire with an Affiliate, regardless of the
          actual period of employment with any Affiliate.

     (d) A person shall receive credit for an Hour of Service for:

     (i)  Each hour for which an employee is paid, or entitled to payment, for
          the performance of duties for the Employer. These hours shall be
          credited to the Employee for the computation period or periods in
          which the duties are performed, and

     (ii) Each hour for which an Employee is paid, or entitled to payment, by
          the Employer on account of a period of time during which no

                                       7
<PAGE>

          duties are performed (irrespective of whether the employment
          relationship has terminated) due to vacation, holiday, illness,
          incapacity, disability, layoff, jury duty, military duty or other
          authorized leave of absence. No more than 501 hours of service shall
          be credited under this paragraph for any single continuous period
          (whether or not such period occurs in a single computation period).
          These indirect non-duty hours shall be credited to the Employee for
          the computation period or periods in which the indirect non-duty hours
          occur.

     (iii) Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service shall not be credited both under paragraph (a) or paragraph
          (b), as the case may be, and under this paragraph (d). These hours
          shall be credited to the Employee for the computation period or
          periods to which the award or agreement pertains rather that the
          computation period in which the award, agreement or payment is made.

     (iv) Where the Company maintains the Plan of a predecessor employer,
          service for such predecessor employer shall be treated as service for
          the Company.

     (v)  Hours of Service shall be credited for employment:

          (1)  with other entities aggregated with the Company under Code
               Sections 414(b), (c) or (m); and

          (2)  by an individual considered an employee under Code Section 414(n)
               or Code Section 414(o) and Regulations thereunder;

          (3)  with entities aggregated with the Company under Code Section
               414(o) and Regulations thereunder.

     (vi) For purposes of determining Hours of Service, the Regulations under
          Title 29, 2530.200b-2 are incorporated by reference in this Plan.

     Section 3.02. Transfers.

     (a) In the event a Participant transfers to a job status such that he
ceases to be an Employee, deposits hereunder shall cease with the last
Compensation received as an Employee and his account shall be transferred to
that Company sponsored savings plan in which he is eligible to commence
participation and under which terms he is eligible to make deposits if permitted
by such plan.

                                       8
<PAGE>

     (b) In the event the employee of an Affiliate transfers to the job status
of an Employee and satisfies the requirements of Section 3.01, he shall be
eligible to become a Participant as of the first day of the month next following
the later of such job transfer or the completion of such eligibility
requirements; provided, however, that said Employee makes application for
Participant status immediately upon becoming eligible. Failure to file such
immediate application shall postpone the commencement of his Plan participation
until he makes proper application at the next Entry Date or any Entry Date
thereafter. In the event that such transfer is with the knowing consent of the
applicable Affiliates, if the former savings plan so provides, the account
balances of the Participant under the former plan shall be transferred to this
Plan. In such event, the Administrator shall allocate them to the appropriate
subaccounts and shall apply such rules from the former plan as may be required
to satisfy the "protected benefit" requirements of Code Section 411(d)(6).

     Section 3.03. Special Rules Applicable to Returning Veterans. The following
provisions shall apply to a Participant who is absent from active employment
with an Employer on account of military service and who returns from such
military service to active employment with an Employer under terms and
conditions that entitle the Participant to the protections of the Uniformed
Services Employment and Reemployment Rights Act of 1994, as amended:

     (a) The Participant may elect (either in lieu of or in addition to the
deposits that the Participant may elect to make with respect to Compensation
earned on and after his reemployment) to make deposits with respect to his
period of eligible military service ("Make-up Contributions"). The Participant
may elect Make-up Contributions during the period that begins on the date of the
Participant's reemployment from covered military service and extends (i) for
five years from the date of reemployment, or (ii) for a period equal to three
times the Participant's period of covered military service. The Make-up
Contributions may not exceed the maximum amount of deposits that would have been
permitted under the Plan and applicable Code provisions had the Participant been
continuously employed by the Employer during the period of military service,
reduced by the amount of deposits (if any) actually made by the Participant
during the period of military service.

     (b) The Employer shall make a matching contribution with respect to Make-up
Contributions in an amount equal to the amount of matching contribution that
would have been made on behalf of the Participant had the Make-up Contribution
been made during the period of military service.

     (c) For purposes of determining the maximum amount of Make-up Contributions
permissible under (a), the Participant's compensation during the period of
eligible military service shall be deemed to equal the rate of pay that the
Participant would have received from the Employer but for the military service;
provided that if such compensation cannot be determined with reasonable
certainty, the Participant's compensation for the period of military service
shall be deemed to equal the Participant's average compensation from the
Employer for the twelve (12) month period immediately preceding the
Participant's military service (or if the Participant was employed for less than
the full twelve

                                       9
<PAGE>

(12) month period immediately preceding his military service, the Participant's
average compensation from the Employer for the Participant's entire period of
employment with the Employer preceding the Participant's military service).

     (d) No adjustment shall be made to an Participant's account to reflect the
gain or loss that would have been credited (charged) to the Participant's
account had the Make-up Contributions been made during the period of military
service rather than following the Participant's return to active employment.



                                       10
<PAGE>

     Article IV. PARTICIPANT'S DEPOSITS

     Section 4.01. Amount and Payment of Participant Deposits.

     (a) At the time of eligibility for participation under Section 3.01(c)
hereof, a Participant shall select the rate of his deposits, which may be any
whole number between one percent (1%) and six percent (6%) of his Compensation
to his Savings Subaccount and/or any whole number between one percent (1%) and
ten percent (10%) of his Compensation to his Tax Deferral Subaccount.

     (b) The rate of a Participant's deposits shall remain in effect until
changed by election. As of any Entry Date, a Participant may change the rate of
his deposits to any whole number between one and six percent (1% and 6%) of his
Compensation to his Savings Subaccount and/or any whole number between one and
ten percent (1% and 10%) of his Compensation to his Tax Deferral Subaccount by
giving notice to the Administrator.

     (c) Deposits shall be made by the Participant through regular payroll
deduction from his Compensation. Amounts received by an Employer shall be
remitted to the Trustee as of the earliest date the Employer can reasonably
segregate such contributions from its general assets but not later than fifteen
(15) days following the end of the calendar month in which the deposits are
made.

     (d) Deposits hereunder for any calendar month shall be the basis for the
allocation of amounts resulting from Employer contributions hereunder for such
month to the Participant's Tax Deferral Subaccount.

     (e) No Participant shall contribute to the Tax Deferral Subaccount in
excess of Ten Thousand Five Hundred Dollars ($10,500) in any calendar year (or
such higher amount permitted pursuant to Code Section 402(g)) less the amount of
any elective deferral under all other plans, contracts or arrangements. In the
event it is determined by the Administrator that the Participant's contribution
to his Tax Deferral Subaccount shall exceed such amount, all further
contributions by the Participant for the calendar year shall cease unless the
Participant specifically elects to have future contributions contributed to the
Participant's Savings Subaccount.

     Section 4.02. Suspension of a Participant's Deposits.

     (a) Notwithstanding the provisions of Section 4.01 hereof, by notice to the
Administrator, a Participant may elect at any time to suspend making deposits.

     (b) A Participant's deposits shall be automatically suspended for any
period he fails to meet the definition of Employee in Section 2.01(h) hereof.

     (c) A Participant's deposits shall be automatically suspended for a period
of twelve (12) consecutive months, commencing the month following the Plan's
issuance of a distribution pursuant to Section 8.03 hereof.

                                       11
<PAGE>

     Section 4.03. Recommencement of Deposits.

     (a) Participants shall not be permitted to make up suspended deposits or to
make retroactive deposits except where the Administrator determines that an
administrative or clerical error has occurred in determining or deducting from
Compensation the amount of deposits elected by the Participant.

     (b) A Participant whose deposits are suspended under Section 4.02 hereof
may, by notice to the Administrator, resume making deposits effective with the
next Entry Date after any minimum period of suspension.

     Section 4.04. Election Period and Effective Date. Elections pursuant to
Sections 4.01 and 4.03 hereof shall be effective as of the first Entry Date
after the filing of such election with the Administrator in which these changes
can be processed. Any election made pursuant to Section 4.02 hereof shall be
placed in effect by the Administrator as of the earliest possible date after the
filing of such an election with the Administrator. Any such election shall be
made in the form and in the manner prescribed by the Administrator.

     Section 4.05. Rollover Deposits. The Administrator shall direct the Trustee
to accept benefits (in the form of cash) of any Participant arising out of his
participation in an employee pension benefit plan maintained by an employer or a
former employer of such person, as a qualified plan under Code Section 401 or
403 to the extent that such benefits constitute an "eligible rollover
distribution" under Code Section 402(c) or the proceeds from a rollover
individual retirement account under Code Section 408(d)(3). Any amount so
transferred shall be credited to the Participant's Rollover Subaccount.
Notwithstanding the foregoing, no such rollover shall apply in the case of a
transfer of employment from an Affiliate; any transfer of account balances shall
occur solely pursuant to Section 3.02(b).

     Section 4.06. Average Deferral Percentage Test.

     (a) The Plan is subject to the limitations of Code Section 401(k), which
are incorporated herein by this reference, including the statutory requirements,
the regulatory requirements of Treas. Reg. Section 1.401(k)-1, and all
subsequent Internal Revenue Service guidance issued under the applicable Code
provisions. Accordingly, the average deferral percentage for any Plan Year for
the group of highly compensated employees as defined in Code Section 414(q) who
are eligible to participate in the Plan ("Highly Compensated Participants")
shall not exceed the greater of:

     (i)  125 percent of the average deferral percentage for the preceding Plan
          Year for all employees who were eligible to participate in the Plan in
          such Plan Year other than highly compensated employees for such year
          as defined in Code Section 414(q) ("Non-Highly Compensated
          Participants"); or

     (ii) the lesser of (A) the average deferral percentage for the group of
          Non-Highly Compensated Participants for the preceding Plan

                                       12
<PAGE>

          Year plus two percent; or (B) two times the average deferral
          percentage for the group of Non-Highly Compensated Participants for
          the preceding Plan Year.

     (b) The deferral percentage for any Non-Highly Compensated Participant is
calculated by dividing the amount of the Participant's pre-tax deposits for the
preceding Plan Year by the Participant's compensation (as defined in Code
Sections 414(q)(4) and 415(c)(3)) for such Plan Year. The deferral percentage
for any Highly Compensated Participant is calculated by dividing the amount of
the Participant's pre-tax deposits for the current Plan Year by the
Participant's compensation (as defined in Code Sections 414(q)(4) and 415(c)(3))
for such Plan Year. The average deferral percentage for the group of Highly
Compensated Participants and the group of Non-Highly Compensated Participants is
the average of the deferral percentages calculated for each member of the
applicable group. In accordance with rules promulgated by the Internal Revenue
Service, the Administrator, in calculating a Participant's deferral percentage,
may elect to treat qualified elective contributions and qualified non-elective
contributions (if any) as if they were pre-tax deposits and/or to recharacterize
pre-tax deposits as after-tax contributions.

     (c) The Administrator may from time to time establish limits (and as
appropriate, modify any such limit) on the amount or percentage of pre-tax
deposits that may be made by or on behalf of Highly Compensated Participants for
the Plan Year. In addition, the Administrator may prospectively decrease the
rate of pre-tax deposits of any Participant at any time, if the Administrator
determines that such action is necessary or desirable to enable the Plan to
comply or to ensure compliance with the average deferral percentage limitations
or the requirements of Code Sections 401(k), 402(g), 415 or other applicable
provisions.

     (d) If the average deferral percentage of Highly Compensated Participants
for any Plan Year exceeds the applicable deferral percentage limitation for such
year, each affected Highly Compensated Participant shall receive a distribution
of the amount of his excess pre-tax deposits, together with income on such
pre-tax deposits for the Plan Year in which the contributions were made. Such
distribution shall be made on or before the last day of the Plan Year following
the Plan Year to which the excess pre-tax deposits relate; provided that the
relevant Employer will be subject to an excise tax if excess pre-tax deposits
are not distributed within two and one-half months following the close of the
Plan Year in which they were made. The aggregate amount of pre-tax deposits to
be refunded shall be determined by reducing (or leveling) the maximum allowable
level of pre-tax deposits to a percentage determined by the Administrator that,
if applied to all Highly Compensated Participants with a deferral percentage
above that level, would result in the average deferral percentage test being
satisfied. The aggregate amount required to be refunded shall be allocated among
(and distributed to) Highly Compensated Participants by reducing (or leveling)
the maximum dollar amount of pre-tax deposits for the Plan Year to an amount
determined by the Administrator that, if applied to all Highly Compensated
Participants with pre-tax deposits above that level, would result in a refund of
pre-tax deposits equal to the aggregate amount of excess pre-tax deposits
calculated in accordance with the preceding sentence. The amount required to be
distributed to any Highly Compensated Participant shall be reduced by the amount
of excess

                                       13
<PAGE>

pre-tax deposits (if any) previously distributed to the Participant in order to
comply with Code Section 402(g)(5).

     (e) To the extent that pre-tax deposits refunded to a Highly Compensated
Participant in accordance with subsection (d) above resulted in Employer
matching contributions being allocated to the Participant's account, such
matching contributions, together with all income on such matching contributions
for the Plan Year to which the matching contributions relate (but not including
any gap period income) shall be forfeited. This forfeiture shall occur
notwithstanding the vesting schedule otherwise applicable to matching
contributions.

     (f) In the event that the Administrator determines that Code Section 401(k)
(including the regulations thereunder) may be applied in a manner different than
that prescribed in this Section, the Administrator, in its discretion, may make
appropriate adjustments and such adjustments shall be an effective amendment of
this section. In addition, the Administrator may promulgate such further rules
and procedures as it may deem necessary for the proper application of this
Section.

     (g) Following the application of this Section and the average contribution
requirements below, the Administrator shall make further adjustments as
necessary to comply with the "multiple use" test of Code Section 401(m)(9) and
the regulations thereunder by refunding pre-tax or after-tax deposits or
distributing Employer matching contributions to Highly Compensated Employees as
the Administrator determines appropriate.

     Section 4.07. Maximum Contribution Percentage Test.

     (a) The Plan is subject to the limitations of Code Section 401(m), which
are incorporated herein by this reference, including the statutory requirements,
the regulatory requirements of Treas. Reg. Sections 1.401(m)-1 and 1.401(m)-2,
and all subsequent Internal Revenue Service guidance issued under the applicable
Code provisions. Accordingly, the average contribution percentage for any Plan
Year for the Highly Compensated Participants as defined in Section 4.06 shall
not exceed the greater of:

     (i)  125 percent of the average contribution percentage for the preceding
          Plan Year for Non-Highly Compensated Participants as defined in
          Section 4.06; or

     (ii) the lesser of (A) the average contribution percentage for the group of
          Non-Highly Compensated Participants for the preceding Plan Year plus
          two percent; or (B) two times the average contribution percentage for
          the group of Non-Highly Compensated Participants for the preceding
          Plan Year.

     (b) The contribution percentage for any Non-Highly Compensated Participant
is calculated by dividing the amount of the Participant's after-tax deposits and
Employer matching contributions for the preceding Plan Year by the Participant's

                                       14
<PAGE>

compensation (as defined in Section 414(q)(4) and 415(c)(3) of the Code) for
such preceding Plan Year. The contribution percentage for any Highly Compensated
Participant is calculated by dividing the amount of the Participant's after-tax
deposits and Employer matching contributions for the Plan Year by the
Participant's compensation (as defined in Section 414(q)(4) and 415(c)(3) of the
Code) for the Plan Year. The average contribution percentage for the group of
Highly Compensated Participants and the group of Non-Highly Compensated
Participants is the average of the contribution percentages calculated for each
member of the applicable group. In accordance with rules promulgated by the
Internal Revenue Service, the Administrator, in calculating a Participant's
contribution percentage, may elect to take into account (in calculating
contribution percentages) pre-tax deposits and qualified non-elective
contributions (if any).

     (c) The Administrator may from time to time establish limits (and as
appropriate, modify any such limit) on the amount or percentage of after-tax
deposits and/or Employer matching contributions that may be made by or on behalf
of Highly Compensated Participants for the Plan Year. In addition, the
Administrator may prospectively decrease the rate of after-tax deposits and/or
Employer matching contributions of any Participant at any time, if the
Administrator determines that such action is necessary or desirable to enable
the Plan to comply or to ensure compliance with the average contribution
percentage limitations or the requirements of Sections 401(m), 415 or other
applicable provisions of the Code.

     (d) If the average contribution percentage of Highly Compensated
Participants for any Plan Year exceeds the applicable contribution percentage
limitation for such year, each affected Highly Compensated Participant shall
receive a distribution of the amount of his excess after-tax deposits and, if
necessary, employer matching contributions, together with income on such amounts
for the Plan Year in which made. Such distribution shall be made on or before
the last day of the Plan Year following the Plan Year to which the excess
amounts relate; provided that the Employer will be subject to an excise tax if
excess amounts are not distributed within two and one-half months following the
close of the Plan Year to which the excess amounts relate. The aggregate amount
to be refunded shall be determined by reducing (or leveling) the maximum
allowable level of after-tax deposits and Employer matching contributions to a
percentage determined by the Administrator that, if applied to all Highly
Compensated Participants with a contribution percentage above that level, would
result in the average contribution percentage test being satisfied. The
aggregate amount required to be refunded shall be allocated among (and
distributed to) Highly Compensated Participants by reducing (or leveling) the
maximum dollar amount of after-tax deposits and Employer matching contributions
for the Plan Year to an amount determined by the Administrator that, if applied
to all Highly Compensated Participants with after-tax deposits and/or matching
contributions above that level, would result in a refund equal to the aggregate
amount of excess amount calculated in accordance with the preceding sentence.
The determination of the amount of excess after-tax deposits and Employer
matching contributions required to be distributed to affected Highly Compensated
Participants shall be made after first determining the amount of any excess
deferrals under Section 402(g) of the Code and then after determining the excess
contributions under Section 401(k) of the Code.

                                       15
<PAGE>

     (e) In the event that the Administrator determines that Section 401(m) of
the Code (including the regulations thereunder) may be applied in a manner
different than that prescribed in this Section, the Administrator, in its
discretion, may make appropriate adjustments. In addition, the Administrator may
promulgate such further rules and procedures as it may deem necessary for the
proper application of this Section.

     Article V. EMPLOYER CONTRIBUTIONS AND FUNDING POLICY

     Section 5.01. Employer Contributions.

     (a) Subject to Section 5.01(c) hereof, each month the Employers shall
irrevocably contribute to the Trustee on behalf of each Participant an amount
equal to the Participant's deposits for such month, provided that the Employer
contributions shall be limited to four percent (4%) of his Compensation.

     (b) The Employer's contribution for any Plan Year shall be paid to the
Trust Fund not later than the time prescribed by law, including any extensions
thereof, for filing the Employer's federal income tax returns with respect to
such Plan Year.

     (c) If the Employer contributes an amount in excess of the amount it would
otherwise have contributed but for a mistake of fact, such excess, less any
losses thereon since its contribution, shall, upon the request of the Employer,
be returned to the Employer within one (1) year from the date of the mistaken
contribution, but no such return shall cause any Participant's account to be
reduced to an amount below the amount such account would contain if the mistaken
contribution had not been made.

     Section 5.02. No Liability for Future Contributions. Benefits and
distributions under the Plan shall be only such as can be provided by the assets
of the Plan, and there shall be no liability or obligation on the part of an
Employer to make any further contributions in the event of termination of the
Plan.

     Section 5.03. Funding Policy. The funding policy for the Plan is that the
Employer contributions and Participant deposits allocated to each investment
fund pursuant to Article VI hereof shall be managed in a manner consistent with
ERISA and the general investment objectives for such fund and for the purpose of
defraying the reasonable expenses of administering the Plan. The Investment
Committee shall have primary responsibility for carrying out the funding policy.


                                       16
<PAGE>

     Article VI. INVESTMENT FUNDS

     Section 6.01. Investment Fund Selection.

     (a) The Investment Committee shall select four or more investment funds to
which Participants and Beneficiaries may direct his/her deposits. One investment
fund shall be the WEC Stock Fund. The Plan Administrator shall publish written
rules and procedures for the election of investment funds by Participants, and
may revise such rules and procedures at anytime and for any reason.

     (b) Pending investment in assets of a character described for any
investment fund and for liquidity purposes, any part of a fund may be invested
in savings accounts or other deposits with a bank (including savings accounts of
the Trustee or any affiliate thereof earning a reasonable rate of interest),
commercial paper or other short term securities, not including any securities of
an Affiliate, or commingled funds maintained by the Trustee, all as may be
prescribed and with the limitations specified in the Trust Agreement.

     (c) Each Participant's deposits and allocable share of Employer
contributions shall be invested in the various investment funds to the extent
and as directed by the Participant pursuant to Sections 6.02 and 6.03 hereof.

     Section 6.02. Direction of Investment.

     (a) Each Participant shall direct, in the manner prescribed by the
Administrator, the portion of his own deposits, together with the matching
allocations contributed by the Employer, which are to be invested in each
investment fund described in Section 6.01 hereof, subject to the condition that
the applicable portions shall be based on whole percentages.

     (b) In the event a Participant fails to direct investment of any part of
his deposits either upon entry into participation in the Plan or upon the
elimination of any one or more of the funds, such amount shall be invested
pursuant to the procedures adopted by the Administrator.

     (c) A Participant's direction of investment shall remain in effect and may
be changed as of any Valuation Date only by giving notice to the Administrator
in the manner prescribed by the Administrator.

     Section 6.03. Transfers Between Funds. A Participant may direct that all or
any part of the value of his interest in any investment fund be transferred to
one or more of the other funds by providing notice to the Administrator in the
manner prescribed by the Administrator. Transfers between investment funds are
subject to the procedures published by the Administrator.

     Section 6.04. Voting of WEC Stock. A Participant may direct the voting at
each annual meeting and at each special meeting of the stockholders of Wisconsin
Energy

                                       17
<PAGE>

Corporation of that number of whole shares of WEC Stock attributable to his
balance in the WEC Stock Fund, as of the Valuation Date preceding the record
date for such meeting. Each such Participant will be provided with copies of any
pertinent material together with a request for the Participant's confidential
instructions as to how such shares are to be voted. The Administrator shall
direct the Trustee to vote such shares in accordance with such instructions. Any
shares of WEC Stock for which the Administrator has not received such voting
instructions, shall be voted by the Trustee based on the proportionate results
of the instructions received for other shares except to the extent that the
Trustee in its good faith determination concludes other action is required in
order to comply with its fiduciary duties under ERISA.

     Section 6.05. Tender Offers. In the event that WEC Stock becomes the
subject of a tender offer, each Participant shall have the sole and exclusive
right to decide whether to direct the Trustee to tender up to the number of
whole and fractional shares of WEC Stock attributable to his balance in the WEC
Stock Fund as of the Valuation Date preceding the date of the tender offer. Each
Participant shall have the right, to the extent the terms of the tender offer so
permit, to direct the withdrawal of such shares from tender. A Participant shall
not be limited as to the number of instructions to tender or to withdraw from
same which he can give, provided, however, that the Participant shall not have
the right to give such instructions outside a reasonable time period established
by the Trustee. Said reasonable time period shall be based on the ability of the
Trustee to comply with the offer. Each such Participant will be provided, by the
Administrator, within a reasonable time of the commencement of a tender offer,
copies of any pertinent material supplied by the tender offeror or Wisconsin
Energy Corporation, together with a request for the Participant's instructions
pertaining to tender of the applicable shares. Such written material shall
include:

     (i)  the offer to purchase as distributed by the offeror to the
          shareholders of the Company;

     (ii) a statement of the shares representing his interest in the WEC Stock
          Fund as of the most recent information available to the Administrator;
          and

     (iii) directions as to the means by which a Participant can give
          instructions with respect to the tender.

The Trustee shall aggregate numbers representing Participants' instructions and
shall tender such shares in accordance with such instructions. Any shares of WEC
Stock for which the Administrator has not received such tender offer
instructions, shall not be tendered. The proceeds of any shares of WEC Stock
tendered in accordance with this Section which are purchased and paid for by the
tender offeror shall be credited to the investment fund or funds elected by the
Participant pursuant to rules established by the Administrator. In the event all
shares of WEC Stock tendered by Participants are not purchased pursuant to the
tender offer, the Administrator is authorized to allocate the proceeds of the
whole and fractional shares purchased from all such Participants pro-rata, based
upon the aggregate shares tendered by each Participant.


                                       18
<PAGE>

     Article VII. PARTICIPANT ACCOUNTS

     Section 7.01. Description of Participant Accounts. An account shall be
established by the Administrator for each Participant with balances for the
Savings Subaccount, Tax Deferral Subaccount, Employer Contribution Subaccount
and, if applicable, Rollover Subaccount representing such Participant's interest
in the investment funds.

     Section 7.02. Allocation of Participant Deposits and Employer
Contributions.

     (a) The Administrator shall credit the Participant's deposits to the Tax
Deferral Subaccount or the Savings Subaccount, as applicable, as received and in
accordance with the Participant's directions given pursuant to Section 6.02
hereof.

     (b) Subject to the limitations in Section 12.05 hereof, the Administrator
shall allocate total Employer matching contributions for a month for the
Participants who made deposits during that month. Each Participant shall be
allocated an amount equal to the lesser of (i) his actual deposits during such
period, or (ii) four percent (4%) of his Compensation during such period. The
Administrator shall credit the Participant's matching amount to the Employer
Contribution Subaccount as of the last day of each month and in accordance with
the Participant's directions given pursuant to Section 6.02 hereof.

     Section 7.03. Allocation of Changes in Value. As of each Valuation Date the
Trustee shall determine the net income, loss, appreciation and/or depreciation
earned by each investment fund. Brokerage commissions, transfer taxes, income
taxes and other charges and expenses in connection with the investments of a
particular fund shall be charged to such fund. The net amount determined for
each fund will be allocated to each participant's fund account proportionately
by starting with their account value at the beginning of the valuation period
and reducing that amount by any new loan issuances, loan expenses and
distributions. Employee and employer contributions and any rollover
contributions received during that valuation period will not share in earnings.

     Section 7.04. Annual Statement for Participants. As soon as practicable
following each Plan Year, the Administrator shall prepare for each Participant
an annual statement reflecting the status of the Participant's account as of the
end of the Plan Year.

                                       19
<PAGE>

     Article VIII. BENEFITS

     Section 8.01. Non-Forfeitability. A Participant shall at all times be fully
vested in and have a non-forfeitable right to the amounts in his account which
shall become payable pursuant to Section 8.05 hereof upon his termination of
employment with the Employers, his death or Total Disability.

     Section 8.02. Withdrawal of Savings Subaccount Deposits. While employed
with an Employer, a Participant may upon written notice to the Administrator
elect to withdraw all or any portion of his Savings Subaccount. Distributions
shall be made as soon as administratively feasible. Withdrawals from the Savings
Subaccount may be made once during any calendar year provided that a Participant
may also make withdrawals from his Savings Subaccount at any time he is allowed
to make a withdrawal under Section 8.03 for a verifiable "hardship."

     Section 8.03. Hardship Withdrawal of Rollover Subaccount and Tax Deferral
Subaccount Deposits. While employed with an Employer and upon verification of a
Hardship by the Administrator, a Participant who is under age fifty-nine and
one-half (59-1/2), may elect to withdraw from his Rollover Subaccount and Tax
Deferral Subaccount an amount not greater than the least of the following:

     (i)  The verified Hardship; or

     (ii) The aggregate amount in his Rollover Subaccount and Tax Deferral
          Subaccount less any outstanding loan balance; or

     (iii) The aggregate amount of his Rollover Subaccount and his actual
          deposits to his Tax Deferral Subaccount pursuant to Section 4.01(a) of
          the Plan (i.e., gross deposits less any prior withdrawals).

No such withdrawal on account of Hardship shall be permitted under this Plan
until the Participant has obtained all other distributions and loans currently
available under all plans maintained by the Employer. Any Hardship withdrawal
shall be made first from the Participant's Rollover Subaccount, if any.
Furthermore, commencing with the month following the month in which the Hardship
withdrawal distribution occurs, the Participant's deposits to this Plan shall be
suspended for no less than twelve (12) consecutive months, and following the
conclusion of this suspension the Participant's deposits for the remainder of
that calendar year shall be limited to the difference between his maximum
allowable deposit under Section 4.01 hereof and the total of his Plan deposits
made in the calendar year in which he received his Hardship distribution. A
Hardship distribution shall be made as soon as administratively feasible.

     Section 8.04. Withdrawals after Age 59-1/2. While employed with an Employer
after attainment of age fifty-nine and one-half (59-1/2), a Participant may upon

                                       20
<PAGE>

written notice to the Administrator elect to withdraw all or any portion of his
account. Such withdrawals may be made once during any calendar year.

     Section 8.05. Time and Manner of Payment and Date of Valuation.

     (a) In the case of distributions, the value of the Participant's WEC Stock
Fund balance, if any, shall be paid in full shares of WEC Stock, to the extent
practicable. The number of shares to be distributed shall be the quotient of the
value of such account as of the applicable Valuation Date divided by the value
assigned by the Trustee to a share of WEC Stock for purposes of valuing the fund
as of such Valuation Date. Any remaining value of such balances and the value of
the Participant's balances in other funds shall be distributed in cash. Any
transfer taxes payable with respect to the distribution of shares of WEC Stock
shall be charged to the WEC Stock Fund. When a distribution from the WEC Stock
Fund occurs on a Valuation Date that falls between a WEC Stock dividend
declaration date and a WEC Stock dividend record date, the WEC Stock dividend
payable on shares of WEC Stock to be distributed to the terminating Participant
shall be allocated to such Participant. Notwithstanding the foregoing, a
Participant may elect to receive the cash value of his WEC Stock Fund account by
submitting to the Plan Administrator (at least twenty (20) days before the
distribution date) a written request for such cash disbursement.

     (b) Distributions to Participants made pursuant to Section 8.01 hereof
shall be made by the Trustee at the direction of the Administrator upon the
election of the Participant but in no event later than March 1 of the calendar
year following the later of the termination of the Participant's employment or
the Participant's attainment of age sixty-five (65). Distributions of death
benefits to Beneficiaries shall be made by the Trustee at the direction of the
Administrator upon the election of the Beneficiary, but in no event later than
March 1 of the calendar year following the Participant's death. All other
distributions or withdrawals under this Article shall be paid by the Trustee at
the direction of the Administrator as soon as reasonably practicable after the
Valuation Date following the applicable event.

     (c) The value of a Participant's account shall be determined as of the
Valuation Date immediately preceding the date of distribution.

     (d) Notwithstanding the foregoing, with respect to a five percent (5%)
owner of the Employer, benefits shall commence no later than April 1 following
the calendar year in which such Participant attains the age of seventy and
one-half (70-1/2) even if still employed. In addition, to the extent required by
the Code, no distribution in excess of Five Thousand Dollars ($5,000) shall be
made without the consent of the applicable Participant prior to his attainment
of age sixty-five (65).

     Section 8.06. Distributions to Minor and Disabled Beneficiaries. Any
distribution under this Article which is payable to a Beneficiary who is a minor
or to a Participant or Beneficiary who, in the opinion of the Administrator, is
unable to manage his affairs by reason of illness or mental incompetence may be
made to or for the benefit of any such Participant or Beneficiary in such of the
following ways as the Administrator shall direct:

                                       21
<PAGE>

     (i)  directly to any such minor Beneficiary, if, in the opinion of the
          Administrator, he is able to manage his affairs,

     (ii) to the legal representative of any such Participant or Beneficiary, or

     (iii) to some near relative of any such Participant or Beneficiary to be
          used for the latter's benefit.

The Administrator shall not be required to see to the proper application of any
such payment made to any person pursuant to the provisions of this Section 8.06.

     Section 8.07. Loans to Participants. While it is the primary purpose of the
Plan to provide funds for Participants when they leave the Employer, it is
recognized under some circumstances it would be in the best interests of
Participants to permit loans to be made to them from their account.

     Accordingly, the Administrator may, in the Administrator's sole discretion,
direct that a loan be made to a Participant for any purpose, subject to the
following:

     (a) Each request for a loan under this section must be by written
application to the Administrator supported by such evidence as it may request. A
non-refundable application fee in an amount to be determined by the
Administrator will be deducted from the Participant's account. A completed loan
application received by the Administrator will be processed as soon as
administratively feasible for a check payable to the Participant, pending final
approval of the loan request by the Administrator. The Administrator shall rule
upon such applications in a uniform and nondiscriminatory manner in accordance
with federal requirements, rules and guidelines established herein and such
other rules as the Administrator may prescribe from time to time.

     (b) Each loan must be evidenced by a note payable to the Trustee on such
form as shall be furnished by the Administrator. Each note evidencing a loan to
a Participant shall be held on the Participant's behalf and shall be considered
an investment of his accounts. Each such note shall be stated in 12 month
increments, not to exceed five years. All loans shall be repaid in approximately
equal monthly installments, which are amortized over the term of the loan, in
approximately equal monthly installments through payroll deductions or in such
other manner as the Administrator may determine. As a condition precedent to the
approval of a loan, a Participant shall be required to authorize payroll
withholding for the total amount of the loan plus interest. The entire
outstanding balance of the loan plus accrued interest may be repaid without
penalty at any time provided the loan is not in default; no partial repayments
will be allowed. The amount of principal and interest repaid by a Participant
shall be credited to such Participant's account as each repayment is made.

     (c) The Administrator shall have the sole authority to approve or
disapprove a loan and may consider, among other factors, the Participant's
ability to repay the loan.

                                       22
<PAGE>

     (d) A Participant may have no more than one outstanding loan at a time. A
Participant may apply for a new loan the first month following repayment of his
outstanding loan.

     (e) To the extent the Administrator authorizes a loan to a Participant, the
principal amount of any such loan to a Participant may not be less than $1,000
and the maximum amount of any loan shall not exceed the smaller of (i) $50,000
reduced by the highest unpaid principal of a loan outstanding in the prior
twelve months or (ii) 50% of the balance in the Participant's account as of the
most recent Valuation Date. If extenuating circumstance exist, the
Administrator, in its sole discretion, may further limit the amount of any loan
approved.

     (f) Each loan shall be secured by a pledge of the Participant's interest in
the Plan. By accepting the loan, the Participant automatically assigns as
security for the loan such rights in the Participant's account. In the
Administrator's sole discretion, additional security may be required.

     In the event the Participant is married on the date the loan application is
submitted to the Administrator, the loan will be permitted only if the spouse of
the Participant consents in writing to the loan and the spouse's consent
acknowledges the effect of the loan and the consent is witnessed by a Plan
representative or a notary public or it is established to the satisfaction of
the Administrator that a required consent may not be obtained because the
Participant is not married, because the spouse cannot be located, or because of
such other circumstances as the Secretary of the Treasury may prescribe by
regulations.

     (g) Each loan will bear interest at a reasonable rate established by the
Administrator in a uniform and nondiscriminatory manner (but not greater than
the maximum rate permitted by law). The interest rate will be fixed for the term
of the loan.

     (h) In the event that (i) the Participant dies or (ii) the Participant's
employment with the Employer is terminated for any reason, or (iii) the
Participant attempts to revoke any payroll deduction authorization for repayment
of the loan without the consent of the Administrator, the unpaid balance with
interest due to the date of payment shall become immediately due and payable.
However, with the Administrator's approval, repayment of the balance may be
deferred until such time as the Participant's account is distributed, provided
that the Participant continues to make monthly loan repayments, including
interest.

     In the event that the Participant fails to become current in installment
payments during a consecutive 60 day period and the Administrator elects to
treat such failure as a default, the unpaid balance with interest due to the
date of payment shall become immediately due and payable. If the Participant
defaults, the Administrator shall give written notice to the Participant stating
that if the loan and interest are not paid within 30 days of the date of such
notice, the amount of the Participant's account shall be reduced by the amount
of the unpaid balance of the loan, with interest due to the date of default, and
the Participant's indebtedness shall thereupon be discharged.

                                       23
<PAGE>

     (i) If the Participant defaults, the Participant will not be allowed to
make deposits to the Plan for the duration of the scheduled loan period or
twelve months from the date default, whichever is greater. The Participant will
not be allowed to apply for another loan for one year from the date of default.
Any action(s) as noted in this provision shall not operate as a waiver of the
rights of the Employer, the Administrator, the Trustee, or the Plan under
applicable law. The Administrator shall also be entitled to take any and all
other actions necessary and appropriate to otherwise enforce collection of the
outstanding balance of the loan.

     (j) Notwithstanding the foregoing provisions of this Section 8.07, if a
distribution of a Participant's account is to be made in a lump sum prior to
repayment of any outstanding loan to the Participant under the Plan, then the
unpaid portion of any loan made to the Participant under the Plan, including
accrued interest, shall be deducted from the amount of the Participant's account
balances to be distributed to the Participant.

     (k) The Administrator may establish additional rules and guidelines
relating to Participant loans under the Plan which rules and guidelines shall be
applied in a uniform and nondiscriminatory basis.



                                       24
<PAGE>

     Article IX. PLAN ADMINISTRATION

     Section 9.01. Appointment of Members. There shall be a committee consisting
of not less than three (3) persons from time to time appointed by the Board and
serving at its pleasure. Members may, but need not, be officers, directors or
employees of an Affiliate. Any vacancies on the committee, whether caused by
death, resignation, removal or other cause, shall be filled by the Board but
shall not affect the authority or responsibility of the committee to act until
such vacancy is filled. Members of the committee may and it is contemplated that
they shall serve in similar capacities under other employee retirement and
welfare benefit programs established and maintained by the Company. The
committee shall be deemed the Plan's Administrator for all purposes of ERISA.

     Section 9.02. Responsibility and Authority of the Administrator. The
Administrator shall have and exercise all discretionary and other authority to
control and manage the operation and administration of the Plan as it may be
amended by the Board from time to time, except such authority as is specifically
allocated otherwise by or under the terms hereof. Without limiting the foregoing
and in addition to its authority and duties specified elsewhere herein, the
Administrator shall have exclusive authority to:

     (i)  Interpret and apply all provisions hereof, including without
          limitation, the power to determine who is a Participant in the Plan
          and the amount of Compensation to be recognized for each such
          Participant;

     (ii) Formulate, issue and apply rules and regulations, which are consistent
          with the terms and provisions hereof and the requirements of
          applicable law;

     (iii) Make appropriate determinations and calculations and direct the
          Trustee and/or Insurer to pay benefits accordingly;

     (iv) Prescribe and require the use of appropriate forms; and

     (v)  Prepare all reports which may be required by law.

     Section 9.03. Use of Professional Services. The Administrator may engage
the services of and/or consult with legal counsel, independent qualified public
accountant, independent enrolled actuary or such other persons as it may deem
appropriate. Such persons may be employed for the purpose of rendering advice to
any committee member concerning his responsibilities hereunder, and may be
persons who render services to an Affiliate, any Insurer and/or the Trustee. In
any case in which the Administrator utilizes such services, it shall retain
exclusive discretionary authority and control over the management and
administration of the Plan.

     Section 9.04. Fees and Expenses. Committee members who are employed by an
Affiliate shall serve without compensation but shall be reimbursed for all
reasonable

                                       25
<PAGE>

expenses incurred in their capacity as committee members. Where the
Administrator utilizes services as provided by Section 9.03 hereof, it shall
review and approve fees and other costs for these services. Such fees and costs
and any other expenses incurred in the administration of the Plan and the Trust
Fund shall be paid out of the principal or income of the Trust Fund unless
voluntarily paid by the Company.

     Section 9.05. Organization and Procedure. The Administrator shall select
from its committee members a chairman and such other officers as it deems
appropriate. Administrator action may be taken on a vote of at least a majority
of the committee members present at any meeting or upon unanimous written
consent of all members without a meeting. Administrator meetings shall be
scheduled to be held at least quarterly during a Plan Year. Minutes of
Administrator meetings shall be kept and all actions of the Administrator shall
be recorded in such minutes or other appropriate written form. The Administrator
may establish such other procedures and operating rules as it deems appropriate.

     Section 9.06. Delegation of Authority and Responsibility.

     (a) The Administrator may delegate to any one or more of its members the
authority to execute documents on behalf of the Administrator and to represent
the Administrator in any matters or dealings involving the Administrator. Any
such delegation of authority shall be set forth in writing as provided in
Section 9.05 hereof.

     (b) Personnel of the Company who are not committee members may perform such
duties and functions relating to the administration of the Plan as the
Administrator shall direct and supervise. It is expressly provided, however,
that in any such case, the Administrator retains full and exclusive authority
and responsibility for and respecting any such activities by such other
personnel, and nothing contained in this subsection (b) shall be construed to
confer upon such other personnel any discretionary authority or control in and
respecting the management and administration of the Plan.

     Section 9.07. Requirement to Furnish Information and to Use Administrator's
Forms. Each person entitled to benefits under the Plan shall furnish to the
Administrator such evidence, data or information as such Administrator considers
necessary or desirable in order to properly administer the Plan. Any election,
revocation, designation of Beneficiary, application, notification or other
writing to be submitted hereunder to the Administrator must be filed pursuant to
the procedure and on the appropriate form prescribed, and its receipt
acknowledged, by the Administrator in order to be valid and effective.

     Section 9.08. Claims Procedure.

     (a) A Participant or Beneficiary who believes that he is then entitled to
benefits hereunder in an amount greater than he is receiving or has received may
file, or have his duly authorized representative file, a claim for such benefits
by writing directly to the Administrator at the address specified in Section
9.10 hereof. The Administrator may prescribe a form for filing such claims, and
if it does so, a claim shall not be deemed properly filed unless such form is
used, but the Administrator shall provide a copy of such form to any

                                       26
<PAGE>

person whose claim for benefits is improper solely for this reason. Such claims
shall be referred in accordance with Section 9.06(a) hereof to one committee
member who shall prepare an appropriate written response.

     (b) Every claim which is properly filed shall be answered in writing
stating whether the claim is granted or denied. Such written response shall be
provided to the claimant within ninety (90) days of the claim's receipt by the
Administrator unless an extension of time is needed to process the claim in
which case the Administrator shall give the claimant written notice of such
need, the reason therefore and the length of such extension which shall not
exceed an additional ninety (90) days. If the claim is wholly or partially
denied, the specific reasons for denial and reference to the pertinent Plan
provisions shall be set forth in the written response to the claimant. Such
response shall also describe any information necessary for the claimant to
perfect an appeal and an explanation of the Plan's claim appeal procedure as set
forth in subsection (c) of this Section.

     (c) Within sixty (60) days of the claimant's receipt of written notice that
a claim is denied, the claimant or his duly authorized representative may file a
written appeal to the Administrator, including any comments, statements or
documents, the claimant may wish to provide. An appeal shall be considered by
the entire committee, less the member responding to the initial claim, which
shall make its decision with respect to such appeal no later than the regularly
scheduled Administrator meeting occurring thirty (30) days after such appeal is
timely filed; provided, however, that if an extension of time is required to
process such appeal, written notice thereof shall be given to the claimant prior
to the commencement of such extension which shall not go beyond the third
regularly scheduled Administrator meeting occurring after such filing. In the
event the claim is denied upon appeal, the Administrator shall set forth the
reasons for denial and the pertinent Plan provisions in a written decision. The
Administrator shall comply with any reasonable request from a claimant for
documents or information relevant to his claim prior to his filing an appeal.

     (d) The Administrator shall have full and complete discretionary authority
to construe the terms of the Plan, determine eligibility for benefits and to
decide any matters presented through the claims procedures. Any final
determination by the Administrator shall be binding on all parties. If
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 upon
the evidence considered by the Administrator at the time of such determination.

     Section 9.09. Agent for Service of Process. The chairman selected under
Section 9.05 hereof is hereby designated as the agent for service of legal
process with respect to all matters pertaining to the Plan and the Trust Fund.

     Section 9.10. Communications.

     (a) All requests, appeals, designations, elections and other communications
to the Administrator shall be in writing and shall be made by hand delivering
the same to the Administrator or by transmitting the same via the U.S. mail,
certified, return receipt requested, addressed as follows:

                                       27
<PAGE>

                      Wisconsin Gas Company
                      626 East Wisconsin Avenue
                      Milwaukee, Wisconsin  53202

                      Attention:   Administrator
                                   Wisconsin Gas Company
                                   Employees' Savings Plan

     (b) All notices, reports and statements given, made, delivered or
transmitted to a Participant shall be deemed to have been duly given, made
addressed to the Participant at the address last appearing on the books of the
Administrator. A Participant may record any change of his address from time to
time by written notice filed with the Administrator.




                                       28
<PAGE>

     Article X. AMENDMENT AND TERMINATION

     Section 10.01. Amendment. The Board shall have the authority to amend the
Plan at any time and in any manner not prohibited by the Code and ERISA except
as such authority is reserved to the Administrator under this Section 10.01 or
is delegated to the Administrator by Board resolution; provided, however, that
any amendment which increases the duties or responsibilities of any Trustee
shall be effective only with such Trustee's consent. The Administrator shall
have the authority to amend the Plan in any respect it deems necessary to obtain
a determination letter or ruling from the Internal Revenue Service with respect
to the qualification of the Plan and the Trust Agreement under the applicable
provisions of the Code. Any amendment may be retroactive to the extent permitted
by applicable law. Notwithstanding the foregoing, no amendment to the Plan shall
decrease a Participant's accrued benefit or vested percentage or eliminate an
optional form of distribution for a previously accrued benefit.

     Section 10.02. Termination. The Board shall have the right to terminate, in
whole or in part, the Plan at any time and in such event or upon termination due
to permanent discontinuance of all Company contributions, accounts of
Participants shall be fully vested and non-forfeitable to the extent of the
termination. After provision for reasonable expenses, the assets for the Trust
Fund allocable to the portion of the Plan being terminated shall be distributed
pursuant to the provisions of Article VIII hereof at such time as may be
determined by the Administrator.


                                       29
<PAGE>

     Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

     Section 11.01. Fiduciaries. The Administrator is the named fiduciary for
purposes of ERISA. The Board, the Investment Committee, any Insurer, and any
Trustee shall be fiduciaries only to the extent provided in ERISA with respect
to their respective duties for the Plan and Trust. No fiduciary designated shall
be required to give any bond or other security for the faithful performance of
its duties and responsibilities with respect to the Plan and/or the Trust Fund,
except as may be required from time to time under ERISA.

     Section 11.02. Allocation of Fiduciary Responsibilities. The fiduciary
responsibilities (within the meaning of ERISA) allocated to each named fiduciary
designated in Section 11.01 hereof shall consist of the responsibilities,
duties, authority and discretion of such named fiduciary which are expressly
provided herein and in any related documents. Each such named fiduciary may
obtain the services of such legal, actuarial, accounting, investment and other
assistants as it deems appropriate, any of whom may be assistants who also
render services to any other named fiduciary, the Plan, an Affiliate and/or any
Insurer; provided, however, that where such services are obtained, the named
fiduciary shall not be deemed to have delegated any of its fiduciary
responsibilities to any such assistant but shall retain full and complete
authority over and responsibility for any activities of such assistant.

     Section 11.03. General Limitation on Liability. Neither the Administrator,
the Board, the Investment Committee, their respective members, any Insurer, any
Trustee nor any other person or corporation, including an Affiliate and its
shareholders, directors, officers and other personnel guarantees the Trust Fund
in any manner against loss or depreciation, and none of them shall be jointly or
severally liable for any act or failure to act or for anything whatever in
connection with the Plan, the Trust Fund and the Trust Agreement or the
administration hereof, except and only to the extent of liability imposed
because of a breach of fiduciary responsibility specifically prohibited under
ERISA.

     Section 11.04. Responsibility for Co-Fiduciaries. The members of the Board,
both jointly and severally, shall not be responsible for any act or failure to
act of the Administrator, the Investment Committee or their respective members,
any Insurer, or any Trustee, except as may be otherwise specifically provided
under ERISA. The Administrator's committee members, both jointly and severally,
shall not be responsible for any act or failure to act of the Board, the
Investment Committee or their respective members, any Insurer, or any Trustee,
except as may be otherwise specifically provided under ERISA. The members of the
Investment Committee, both jointly and severally, shall not be responsible for
any act of failure to act of the Board, the Administrator or their respective
members, any Insurer, or any Trustee, except as may be otherwise specifically
provided under ERISA. No Insurer shall be responsible for any act or failure to
act of the Administrator, the Board, the Investment Committee or their
respective members, or any Trustee, except as may be otherwise specifically
provided under ERISA. No Trustee shall be responsible for any act or failure to
act of the Administrator, the Board, the Investment Committee or their
respective members, or any Insurer, except as may be otherwise specifically
provided under ERISA.

                                       30
<PAGE>

     Section 11.05. Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan,
the Trust Fund and/or the Trust Agreement.




                                       31
<PAGE>

     Article XII. GENERAL PROVISIONS

     Section 12.01. NonGuarantee of Employment or Other Benefits. Neither the
establishment of the Plan, nor any modification or amendment thereof, nor the
payment of benefits hereunder shall be construed as giving any Employee or any
other person whomsoever any legal or equitable right against an Affiliate or its
individual shareholders, directors, officers or other personnel, the
Administrator, the Investment Committee or their respective members, any
Insurer, or any Trustee, or the right to the payment of any benefits hereunder
(unless the same shall be specifically provided herein) or as giving any
Employee or any other personnel the right to be retained in the employ of an
Affiliate or as affecting the right of the Affiliate to discipline or discharge
any Employee or any other personnel.

     Section 12.02. Mergers, Consolidations and Transfers of Plan Assets. In the
case of any merger, consolidation with, or transfer of assets or liabilities to
any other plan, each Participant must be entitled to receive a benefit
immediately after the merger, consolidation, or transfer (if the governing plan
then terminated) which is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan then terminated).

     Section 12.03. Spendthrift Clause. Except as otherwise provided by the
Code, no Participant, Beneficiary or other person entitled to benefits hereunder
shall have the right to transfer, assign, alienate, anticipate, pledge or
encumber any part of such benefits, nor shall such benefits, or any part of the
Trust Fund be subject to seizure by legal process by any creditor of such
Participant, Beneficiary or other person. Any attempt to effect such a diversion
or seizure as aforedescribed shall be deemed null and void for all purposes
hereunder. Notwithstanding the foregoing, the Trustee may recognize a qualified
domestic relations order with respect to child support, alimony payments or
marital property rights if such order contains sufficient information for the
Administrator to determine that it meets the applicable requirements of Section
414(p) of the Code. Such an order may permit distribution to an alternate payee
prior to the time a Participant would be eligible for benefits hereunder. The
Administrator shall establish written procedures concerning the notification of
interested parties and the determination of the validity of such orders.

     Section 12.04. Exclusive Benefit. Anything in the Plan which might be
construed to the contrary notwithstanding, it shall be impossible at any time
prior to the satisfaction of all liabilities with respect to any Participant and
Beneficiary under the Plan for any part of the Plan assets to be used for, or
diverted to, purposes other than the exclusive benefit of any such Participant
or Beneficiary and defraying the reasonable expenses of administering the Plan.

     Section 12.05. Limitation of Allocations. The Plan is subject to the
limitations on benefits and contributions imposed by Code Section 415 which are
incorporated herein by this reference. The limitation year shall be the calendar
year. In the event that there are multiple plans, the annual additions to this
Plan shall be reduced in order to satisfy these requirements. Any amounts not
allocable to a Participant by reason of the limitations

                                       32
<PAGE>

incorporated herein shall be allocated and reallocated during the limitation
year among all other eligible Participants to the extent permitted by the
limitations. Any amounts which cannot be allocated or reallocated due to the
limitations shall be credited to a suspense account subject to the following
conditions: (i) amounts in the suspense account shall be allocated as a
forfeiture among all eligible Participants hereunder at such time, including
termination of the Plan or complete discontinuance of Employer contributions, as
the foregoing limitations permit, (ii) no investment gains or losses shall be
allocated to the suspense account, (iii) no further Employer contributions shall
be permitted until the foregoing limitations permit their allocation to
Participants' accounts, and (iv) upon termination of the Plan any unallocated
amounts in the suspense account shall revert to the Company.

     Section 12.06. Top-Heavy Restrictions.

     (a) Notwithstanding any provision to the contrary herein, in accordance
with Code Section 416, if the Plan is a top-heavy plan for any Plan Year, then
the provisions of this Section shall be applicable. The Plan is "top-heavy" for
a Plan Year if as of the last day of the preceding Plan Year (or the last day of
the Plan's first Plan Year, whichever is applicable, i.e., the Plan Year's
"determination date") the total present value of the accrued benefits of key
employees (as defined in Code Section 416(i)(1) and applicable regulations)
exceeds sixty percent (60%) of the total present value of the accrued benefits
of all employees under the Plan (excluding those of former key employees and
employees who have not performed any services during the preceding five (5) year
period) (as such amounts are computed pursuant to Section 416(g) and applicable
regulations using a five percent (5%) interest assumption and a 1971 GAM
mortality assumption) unless such plan can be aggregated with other plans
maintained by the applicable controlled group in either a permissive or required
aggregation group and such group as a whole is not top-heavy. Any
nonproportional subsidies for early retirement and benefit options are counted
assuming commencement at the age at which they are most valuable. In addition, a
plan is top-heavy if it is part of a required aggregation group which is
top-heavy. Any plan of a controlled group may be included in a permissive
aggregation group as long as together they satisfy the Code Section 401(a)(4)
and 410 discrimination requirements. Plans of a controlled group which must be
included in a required aggregation group include any plan in which a key
employee participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan which
enables such a plan to meet the Section 401(a)(4) or 410 discrimination
requirements. The present values of aggregated plans are determined separately
as of each plan's determination date and the results aggregated for the
determination dates which fall in the same calendar year. A "controlled group"
for purposes of this Section includes any group employers aggregated pursuant to
Code Sections 414(b), (c) or (m). The calculation of the present value shall be
done as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of which
funding calculations are generally made within the twelve month period ending on
the determination date. Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is top-heavy (within the meaning of Section 416(g) of the Code) the
accrued benefit of an Employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under (i) the method, if any,
that uniformly

                                       33
<PAGE>

applies for accrual purposes under all plans maintained by the Affiliates, or
(ii) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
Section 411(b)(1)(C) of the Code.

     (b) If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants who have not separated from service at the end of such
Plan Year will receive allocations of employer contributions and forfeitures
equal to the lesser of three percent (3%) of compensation (as defined in Code
Section 415) for such year or the percentage of compensation allocated on behalf
of the key employee for whom such percentage was the highest for such year
(including any salary reduction contributions). If a defined benefit plan is
top-heavy in a Plan Year and no defined contribution plan is maintained, the
employer-derived accrued benefit on a life only basis commencing at the normal
retirement age of each non-key employee shall be equal to a percentage of the
highest average compensation for five consecutive years, excluding any years
after such Plan permanently ceases to be top-heavy, such percentage being the
lesser of (i) twenty percent (20%) or (ii) two percent (2%) times the years of
service after December 31, 1983 in which a Plan Year ends and in which the Plan
is top-heavy. If the controlled group maintains both a defined contribution plan
and a defined benefit plan which cover the same non-key employee, such employee
will only be entitled to the defined benefit plan minimum.

     Section 12.07. Indemnification. The Company shall indemnify any director,
officer and/or other personnel of an Affiliate who acts with respect to the Plan
and/or the Trust Fund as a member of the Board, the Investment Committee or the
Administrator and shall hold any such director, officer and/or other personnel
harmless from the consequences of his acts or conduct in connection with the
Plan and/or the Trust Fund except to the extent that such consequences are the
result of willful misconduct or gross negligence of such director, officer
and/or other personnel.

     Section 12.08. Successors and Assigns. The Plan and the Trust Agreement
shall be binding upon the successors and assigns of the Company and any
Employer.

     Section 12.09. Retroactive Effective Dates. The following provisions shall
apply retroactively from and after the date indicated:

     (i)  the deletion of the family aggregation rule in the definition of
          "Compensation" in Section 2.01(g) effective January 1, 1997;

     (ii) the military service rules in Section 3.03 effective December 12,
          1994;

     (iii) the Code Section 401(k) and 401(m) rules in Article IV effective
          January 1, 1997; and

     (iv) the increase in the minimum cash out amount in Section 8.06(d)
          effective January 1, 1998

                                       34
<PAGE>

     Section 12.10. Withholding/Rollover Rules.

     (a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this section, a distributee may
elect, at the time and in the manner prescribed by the Administrator, to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover as such terms
are defined herein.

     (b) An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under Section 401(a)(9) of the Code; an
in-service hardship withdrawal of pre-tax deposits; and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).

     (c) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement account
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.

     (d) A distributee includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code, are
distributees with regard to the interest of the spouse or former spouse.

     (e) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.

                                    * * * * *



                                       35
<PAGE>

                                  CERTIFICATION

               The undersigned, as Administrator of the Wisconsin Gas Company
Employees' Savings Plan, hereby certifies that the foregoing document is a true
and accurate copy of said Plan as amended and restated effective in 2000
pursuant to resolutions adopted by the Board of Directors of Wisconsin Gas
Company.

               Dated this ______ day of ______________, 2000.


                                       WISCONSIN GAS COMPANY
                                       EMPLOYEE BENEFIT PLANS COMMITTEE



                                       By:
                                          ------------------------------
                                                 Committee Chairman




                                       36