Exhibit 4.4


 


WEC ENERGY
GROUP


 


RETIREMENT
SAVINGS PLAN


 


Effective September 14, 2016


 


 


 




     


     


    

 


WEC ENERGY
GROUP retirement SAVINGS plan


 


TABLE OF
CONTENTS


 


	Article 1 NAME AND PURPOSE OF THE PLAN	1-1
	1.1	Name and Plan Sponsor	1-1
	1.2	Purposes of the Plan	1-1
	1.3	Intent	1-1
	1.4	Effective Date and Plan Mergers	1-1
	1.5	Supplements	1-2
	 	 	 
	Article 2 DEFINITIONS	2-1
	2.1	Account	2-1
	2.2	Affiliated Company	2-1
	2.3	After-Tax Contributions	2-2
	2.4	Age & Service Point Contributions	2-2
	2.5	Beneficiary	2-2
	2.6	Board	2-2
	2.7	Break-in-Service	2-2
	2.8	Catch-Up Contributions	2-2
	2.9	Code	2-2
	2.10	Company	2-2
	2.11	Compensation	2-3
	2.12	Disabled Participant	2-3
	2.13	Effective Date	2-3
	2.14	Employee Benefits Committee	2-3
	2.15	Eligible Employee	2-3
	2.16	Employee	2-3
	2.17	Employment	2-4
	2.18	ERISA	2-4
	2.19	Highly Compensated Employee	2-4
	2.20	Hours of Service	2-4
	2.21	Investment Fund	2-4
	2.22	Investment Trust Policy Committee	2-4
	2.23	Leased Employee	2-5
	2.24	Matching Contributions	2-5
	2.25	New Program Participants	2-5
	2.26	Non-Affiliated Participating Company	2-5
	2.27	Non-Highly Compensated Employee	2-6
	2.28	Participant	2-6
	2.29	Participant Contributions	2-6
	2.30	Participating Company	2-6
	2.31	Participating Group	2-6
	2.32	Plan	2-6
	2.33	Plan Year	2-6
	2.34	Prior Plan	2-7
	2.35	Retirement	2-7
	2.36	Rollover Contributions	2-7
	2.37	Severance from Service	2-7
	2.38	Service Period	2-7


 




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	2.39	Severance Period	2-7
	2.40	Spouse	2-8
	2.41	Trust Agreement	2-8
	2.42	Trust Fund	2-8
	2.43	Trustee	2-8
	2.44	Union	2-8
	2.45	USERRA Policy	2-8
	2.46	Valuation Date	2-8
	2.47	WEC Stock	2-8
	2.48	WEC Stock Fund	2-8
	2.49	Years of Vesting Service	2-8
	 	 	 
	Article 3 ELIGIBILITY AND PARTICIPATION	3-1
	3.1	Eligible Employees	3-1
	3.2	Participation	3-1
	3.3	Cessation of Participation	3-2
	 	 	 
	Article 4 CONTRIBUTIONS	4-1
	4.1	Participant Contributions	4-1
	4.2	After-Tax Contributions	4-2
	4.3	Catch-Up Contributions	4-3
	4.4	Limitations on Participant Contributions	4-3
	4.5	Rollover Contributions	4-4
	4.6	Matching Contributions	4-4
	4.7	Age & Service Point Contributions	4-4
	4.8	Vesting	4-5
	4.9	Amount of Contributions	4-6
	4.10	Payment of Contributions to the Trustee	4-6
	 	 	 
	Article 5 CONTRIBUTION AND ALLOCATION RESTRICTIONS	5-1
	5.1	Section 415 Limits on Allocations	5-1
	5.2	Top-Heavy Restrictions	5-3
	5.3	Actual Deferral Percentage (ADP) Test	5-5
	5.4	Actual Contribution Percentage (ACP) Test	5-8
	5.5	Qualified Non-Elective Contributions and Qualified Matching Contributions	5-10
	 	 	 
	Article 6 RECORDKEEPING AND VALUATION	6-1
	6.1	Valuation of Funds	6-1
	6.2	Participant Statements	6-1
	 	 	 
	Article 7 PLAN DISTRIBUTIONS, WITHDRAWALS AND LOANS	7-1
	7.1	Withdrawals by Participants	7-1
	7.2	Loans to Participants	7-3
	7.3	Death	7-3
	7.4	Upon Termination of Employment	7-3
	7.5	Direct Rollover of Eligible Rollover Distributions	7-4
	7.6	Mandatory Distributions	7-5
	7.7	Right to Delay Payment under Code Section 401(a)(14)	7-6
	7.8	In-Plan Roth Conversion Rollover	7-6
	7.9	Transfer of Assets To and From the Plan	7-6


 




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	Article 8 MINIMUM REQUIRED DISTRIBUTIONS	8-1
	8.1	General Rules	8-1
	8.2	Time and Manner of Distribution	8-1
	8.3	Required Minimum Distributions During Participant's Lifetime	8-2
	8.4	Required Minimum Distributions After Participant's Death	8-2
	8.5	Definitions	8-3
	 	 	 
	Article 9 TRUST AGREEMENT AND TRUST FUND	9-1
	9.1	Trust Agreement	9-1
	9.2	Investment of Trust Fund	9-1
	9.3	Funding Policy	9-1
	9.4	Participant Direction of Investments	9-1
	9.5	Prohibition on Investment of Trust Fund	9-2
	 	 	 
	Article 10 FIDUCIARY RESPONSIBILITIES	10-1
	10.1	Basic Responsibilities	10-1
	10.2	Indemnification of Fiduciaries	10-1
	 	 	 
	Article 11 ADMINISTRATION OF THE PLAN	11-1
	11.1	Employee Benefits Committee	11-1
	11.2	Powers and Duties	11-1
	11.3	Records and Notices	11-2
	11.4	Expenses	11-2
	11.5	Limitation on Liability	11-2
	11.6	Claims Procedures	11-2
	11.7	Application for Benefits	11-2
	11.8	Reliance on Report and Certificates	11-3
	 	 	 
	Article 12 AMENDMENT OR TERMINATION	12-1
	12.1	Amendment or Restatement	12-1
	12.2	Termination and Discontinuance of Contributions	12-1
	12.3	Acquisition of the Company	12-1
	12.4	Merger or Consolidation	12-1
	12.5	Participation in the Plan	12-1
	 	 	 
	Article 13 GENERAL PROVISIONS	13-1
	13.1	No Guarantee of Employment	13-1
	13.2	Payments to Minors and Incompetents	13-1
	13.3	Non-Alienation of Benefits	13-1
	13.4	Qualified Domestic Relations Orders	13-1
	13.5	Offset	13-1
	13.6	Governing Law	13-2
	13.7	Uniform Administration	13-2
	13.8	Source of Payments	13-2
	13.9	Word Usage	13-2
	13.10	Location of Participant or Beneficiary Unknown	13-2
	13.11	Plan Provisions in Multiple Employer Plans	13-2
	13.12	Military Service	13-3
	 	 	 
	Article 14 EMPLOYEE STOCK OWNERSHIP PLAN COMPONENT	14-1
	14.1	In General	14-1


 




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	14.2	Voting WEC Stock	14-1
	14.3	Tender Offers	14-1
	14.4	Dividends	14-2
	14.5	Diversification Requirements for Accounts Invested in the WEC Stock Fund	14-2
	14.6	Stock Bonus ESOP	14-2
	14.7	Distributions from the WEC Stock Fund	14-2


 


	EXHIBIT I  SCHEDULE
    OF COMPANIES PARTICIPATING IN THE PLAN	I-1
	 	 
	EXHIBIT II  SCHEDULE
    OF SUPPLEMENTS	II-1
	 	 
	Supplement A	A-1
	 	 
	Supplement B	B-1
	 	 
	Supplement C	C-1
	 	 
	Supplement D	D-1
	 	 
	Supplement E	E-1
	 	 
	Supplement F	F-1
	 	 
	Supplement G	G-1
	 	 
	Supplement H	H-1
	 	 
	Supplement I	I-1


 




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Article
1


 


NAME AND PURPOSE OF THE PLAN


 


1.1           Name
and Plan Sponsor . This Plan is known as the
"WEC Energy Group Retirement Savings Plan." The Plan was established and is maintained by WEC Energy Group, Inc.


 


1.2           Purposes
of the Plan. The purposes of the Plan are:


 


·             To
provide retirement and other benefits for Eligible Employees;


 


·             To enable Eligible Employees, through systematic savings, to accumulate funds on a tax advantageous basis;


 


·             To
provide a vehicle through which a Participating Company or Non-Affiliated Participating Company can attract and retain qualified
Employees; and


 


·             To
encourage voluntary Company stock ownership among Eligible Employees through an employee stock ownership plan.


 


1.3           Intent.
The Company intends the Plan and related Trust Fund meet the requirements of ERISA, qualify under Code Section 401(a), and
be exempt from federal income taxation under Code Section 501(a). The Company also intends the Plan be a defined contribution
plan (a profit sharing plan) with a cash or deferred feature under Code Section 401(k). Effective as of January 1, 2017,
the Plan is a safe harbor plan under Code Sections 401(k) and 401(m) as to the non-union
disaggregated portion of the Plan. The portion of the Plan invested in WEC Stock is intended to constitute an employee stock ownership
plan within the meaning of Code Section 4975(e)(7).


 


1.4           Effective
Date and Plan Mergers. The Plan is effective
as of September 14, 2016 (the "Effective Date"). This list identifies
the name of each defined contribution plan merged into this Plan as of the Effective Date (the "Prior
Plans"), and the Affiliated Company that previously maintained each Prior Plan:


 


·             Integrys
Energy Group 401(k) Plan for Administrative Employees, sponsored by WEC Business Services, LLC;


 


·             Integrys
Energy Group Employee Stock Ownership Plan, sponsored by Wisconsin Public Service Corporation;


 


·             Peoples
Energy Employee Thrift Plan, sponsored by Peoples Energy, LLC;


 


·             Wisconsin
Public Service Corporation Non-Administrative Employees Savings Plan and Trust, sponsored by Wisconsin Public Service Corporation;
and


 


·             Peoples
Energy Employee Stock Ownership Plan, sponsored by Peoples Energy, LLC and frozen as to participation and contributions as of April
1, 1987.


 


These mergers were
effective subsequent to the transfer from the Prior Plans to the WEC Energy Group Limited Retirement Savings Plan of the account
balances of employees classified by a Participating Company or Non-Affiliated Participating Company as a seasonal, temporary, limited
term or project worker employee in active employment as of the Effective Date. The account balances of participants not in active
employment as of the Effective Date, the account balances of


 




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participants in the Prior Plans who died prior to the Effective Date,
and the account balances assigned to all alternate payees under the Prior Plans remained part of the assets of the Prior Plans
merged into this Plan as of the Effective Date.


 


1.5           Supplements.
The Plan document contains one or more Supplements,
which shall be in effect from time to time and shall contain provisions applicable to various Participating Groups of
Eligible Employees. To the extent there is a conflict between the provisions of a Supplement and the "core" provisions
of the Plan, the provisions of the Supplement shall be controlling. 


 




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Article
2


 


DEFINITIONS


 


As used in the Plan,
these words shall have the meanings indicated, unless the context requires a different meaning.


 


2.1           Account.
The record of each Participant's interest in the assets of the Trust Fund under the Plan, which may be divided into the following
subaccounts: 


 


		·	Participant Contribution Account, further subdivided into:



 


		·	Pretax Contribution Account; and



 


		·	Roth Contribution Account



 


		·	Catch-Up Contribution Account, further subdivided into:



 


		·	Pretax Catch-Up Contribution Account; and



 


		·	Roth Catch-Up Contribution Account



 


		·	After-Tax Contribution Account



 


		·	Matching Contribution Account



 


		·	Age & Service Point Contribution Account



 


		·	Rollover Account, including a Roth Rollover Subaccount



 


Additional
subaccounts may be reflected in a Supplement for a Participating Group.


 


2.2           Affiliated
Company.
An Affiliated Company is:


 


(a)          Any
corporation, trade, or business that is a member of a controlled group of corporations (as defined
in Code Section 414(b)) that includes the Company;


 


(b)          Any
trade or business (whether or not incorporated) that is under common control (as defined in Code
Section 414(c)) with the Company;


 


(c)          Any
organization (whether or not incorporated) that is a member of an affiliated service group (as
defined in Code Section 414(m)) that includes the Company; or


 


(d)          Any
other entity required to be aggregated with the Company under Treasury Regulations relating
to Code Section 414(o).


 


Under Section 5.1,
Affiliated Company in subsections (a) and (b) above shall have the meaning prescribed above except that "more than 50%"
shall be substituted for "at least 80%" each place it appears in Code Section 1563(a)(1).


 




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2.3           After-Tax
Contributions. The amount
a Participant elects to have contributed to the Plan on an after-tax basis (but not as Roth Contributions) under
Section 4.2, which are allocated to a Participant's After-Tax Contribution Account.
The Plan shall separately account for After-Tax Contributions made by
a Participant to a Prior Plan before 1987. 


 


2.4           Age
& Service Point Contributions. The contributions
made by a Participating Company or Non-Affiliated Participating Company on behalf of
a Participant under Section 4.7 and an applicable Supplement.
References to Age & Service Point Contributions in this Plan shall also mean Service
Point Contributions as defined in any Supplement.


 


2.5           Beneficiary.
The person who is (or persons who are) entitled to receive benefits from the Plan if a Participant's
death occurs.  A Participant's designation of a Beneficiary
shall be valid and in effect only if a properly executed designation, in such form as the
Employee Benefits Committee may prescribe (including online designations), is filed and
received by the Employee Benefits Committee or its delegate prior to the Participant's
death. If the Participant is married, the Beneficiary shall
be the Participant’s Spouse unless, under Code Section 417(a)(2), the
Spouse consents in writing to the designation of an alternative Beneficiary and
such consent is witnessed by a notary public. The Employee Benefits Committee shall provide
the Participant and the Participant's Spouse with
an explanation of their rights regarding designation of a Beneficiary. If
a Participant's divorce occurs, the former Spouse shall cease to be
a Beneficiary as of the date of divorce unless, after the divorce, the Participant completes
a new designation naming such individual as a Beneficiary. Neither the Plan nor
the Employee Benefits Committee shall be liable to any Beneficiary for payments
made to such Spouse prior to the date the Employee Benefits
Committee is notified in writing of a divorce from such Spouse. If multiple
Beneficiaries have been designated and one or more of the Beneficiaries predecease
the Participant, then upon the Participant’s
death, payment shall be made exclusively to the surviving Beneficiary or Beneficiaries unless
the Participant’s designation specifies an alternate method of distribution. If there
is no valid designation of Beneficiary or the Beneficiary
does not survive the Participant, Beneficiary means the surviving person or persons
in the first of these classes of successive preference beneficiaries of which a member survives the
Participant: (a) Spouse, (b) children, including legally adopted children,
(c) parents, (d) brothers and sisters, and (e) the Participant's estate.
In determining such person or persons, reliance may be made upon an affidavit by a member of any of the classes of preference
beneficiaries. Payment based upon such affidavit shall be full release of any benefit paid unless, before such payment is made,
the Employee Benefits Committee has received notice of a claim by some other person asserting an equal or superior right
to such payment. If two or more persons become entitled to payment as members of the same class of preference beneficiaries, they
shall share equally.


 


2.6           Board.
The board of directors of the Company.


 


2.7           Break-in-Service.
The period of time that elapses between the date on which an Employee incurs a Severance from
Service and the date on which an Employee again completes an Hour of Service. A one-year Break-in-Service occurs
for each 12 consecutive month period beginning on an Employee's Severance from
Service or any anniversary thereof during which the Employee is not credited with an Hour of Service.


 


2.8           Catch-Up
Contributions. Participant Contributions that are in
excess of an otherwise applicable Plan limit and are designated as Catch-Up Contributions under
Section 4.3.


 


2.9           Code.
The Internal Revenue Code of 1986, and the rulings and regulations promulgated thereunder,
all as amended and in effect from time to time.


 


2.10         Company.
WEC Energy Group, Inc., or any successor that maintains the Plan.


 




    	 	2-2	 



     


    

 


2.11         Compensation.


 


(a)          General.
  Unless otherwise provided in a Supplement to the Plan, a Participant's gross earnings paid
by a Participating Company or Non-Affiliated Participating Company for services rendered, including all earnings accumulated
into earn code 40L (the 401(k) accumulator) under the payroll system. Earnings which are
not accumulated into earn code 40L are excluded from Compensation.


 


(b)          Special
Rules.   Compensation includes any amount contributed or deferred by a Participating
Company, an Affiliated Company, or a Non-Affiliated Participating Company at the election of the Employee and not includable
in the gross income of the Employee by reason of Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b).


 


The annual Compensation
of each Participant considered in determining allocations for any Plan Year shall not exceed $265,000, as adjusted for cost-of-living
increases under Code Section 401(a)(17)(B). Annual Compensation means Compensation during the Plan Year or such other consecutive
12-month period over which Compensation is otherwise determined under the Plan (the "determination period"). The
cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins
with or within such calendar year. If the Plan determines compensation for a Plan Year or other computation period that is less
than 12 consecutive months, the annual compensation limit is multiplied by a fraction, the numerator of which is the number
of months in the short Plan Year or computation period, and the denominator of which is 12.


 


For purposes of contributions
under Article 4 and Sections 5.3 and 5.4, the Employee Benefits Committee may uniformly limit the period for which Compensation
shall be considered to the portion of the Plan Year in which the Employee was a Participant in the Plan.


 


2.12         Disabled
Participant. 
A Participant receiving benefits under a long-term disability plan sponsored by the Company,
an Affiliated Company, or a Non-Affiliated Participating Company or, for a Participant
not covered by a long-term disability plan sponsored by a Participating Company, a Participant
determined to be disabled for purposes of Social Security Disability Insurance
("SSDI") benefits.


 


2.13         Effective
Date. September 14, 2016, the date the Plan is effective. 


 


2.14         Employee
Benefits Committee. The Employee
Benefits Committee established by the Board, or
any successor thereto that is appointed by the Chief Executive Officer of the Company,
to control and manage the operation and administration of the Plan as a named fiduciary under Article 11.
The Company will act as the plan administrator to control and manage the operation and administration of the Plan unless and until
the Board delegates this authority to the Employee Benefits Committee. Pending such delegation, all references in the Plan to
the Employee Benefits Committee shall mean the Company.  


 


2.15         Eligible
Employee.
Eligible
Employee means an Employee qualified to participate
in the Plan under Article 3.


 


2.16         Employee.
Any person classified by a Participating Company, an Affiliated Company, or Non-Affiliated Participating
Company as a common law employee under its pay practices, except any person classified as other than as an Employee (including,
but not limited to, independent contractors, consultants and temporary help agency workers) for
the entire period of such classification. If a person classified as a nonemployee is reclassified (by a governmental agency
or by court order) as an Employee, such reclassification shall under the Plan apply on a prospective basis only from the date
of such reclassification, without regard to the effective date of the reclassification
for any other purpose.


 




    	 	2-3	 



     


    

 


2.17         Employment.
The employment of an Employee with any Participating Company, Affiliated Company, or Non-Affiliated
Participating Company. A Disabled Participant is deemed to have terminated Employment as of the second anniversary of the
date the Participant is determined under Section 2.12
of the Plan to be a Disabled Participant.


 


2.18         ERISA.
The Employee Retirement Income Security Act of 1974, and the rulings and regulations promulgated
thereunder, all as amended from time to time.


 


2.19         Highly
Compensated Employee. Highly Compensated Employee means
for each Plan Year, as defined in Code Section 414(q) and the regulations thereunder,
any Employee who:


 


(a)          During
the current Plan Year or the preceding Plan Year was
at any time a more than 5% owner within the meaning of Code Section 416; or


 


(b)          During
the preceding Plan Year received compensation from a Participating
Company, an Affiliated Company, or Non-Affiliated Participating Company in excess of $120,000
(for 2016), as adjusted under applicable regulations. For this purpose,
"compensation" shall mean all wages (within the meaning of Code Section 3401(a))
paid to an Employee by a Participating Company, an Affiliated Company, or Non-Affiliated Participating
Company and all other payments of compensation to an Employee, that are required to be reported on the Employee's
IRS Form W-2 for income tax withholding purposes (or other such amounts required to be reported under Code
Sections 6041(d), 6051(a)(3) and 6052). Compensation must be determined without regard to any rules under Code Section
3401(a) that limit compensation including wages based on the nature or location of employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).
Compensation includes any amount contributed or deferred at the election of the Employee and not includable in an Employee's gross
income under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b). In the Plan's initial
Plan Year, the preceding Plan Year shall mean the 2015 calendar year.


 


The term "Highly
Compensated Employee" shall include a former employee of a Participating Company, an Affiliated Company, or Non-Affiliated
Participating Company who was a Highly Compensated Employee when such employee separated from service or was a Highly Compensated
Employee at any other time after attaining age 55, all as determined under Code Section 414(q)(6). Notwithstanding anything
to the contrary in this Plan, Code Sections 414(b), (c), (m), (n) and (o) are applied before determining whether an Employee
is a Highly Compensated Employee.


 


2.20         Hours
of Service. Each hour
for which an Employee is paid, or entitled to payment,
for the performance of service for the Company (or any
Affiliated Company) within the meaning of Department of Labor regulation
Section 2530.200b-2(a)(1). If a Participating
Company, an Affiliated Company, or Non-Affiliated Participating Company does not maintain records of Hours
of Service but maintains records and compensates an Employee in relation to other periods of service, that Employee shall
accrue 45 Hours of Service for each calendar week to which the Employee's compensation
relates. The USERRA Policy describes an Employee's credit of Hours of Service during qualified
military service.


 


For Participants who
participated in a Prior Plan, service included under the terms of the Prior Plan shall be treated as service with a Participating
Company or Non-Affiliated Participating Company.


 


2.21         Investment
Fund. Each fund selected by
the Investment Trust Policy Committee for investment of Participants' Accounts.


 


2.22         Investment
Trust Policy Committee. The Investment Trust Policy
Committee established by the Board, or any
successor thereto that is appointed by the Chief Executive Officer of the Company, to


 






    	 	2-4	 



     


    

 


have
sole authority for investing the assets of the Plan as a named fiduciary, except as otherwise
delegated by the Committee under the Trust Agreement.


 


2.23         Leased
Employee. Any person who has performed services
for a Participating Company, an Affiliated Company, or a Non-Affiliated Participating Company on a substantially full-time
basis for a period of at least one year under an agreement between
the Participating Company, an Affiliated Company, or a Non-Affiliated Participating Company and the leasing organization
and under the primary direction or control of the recipient entity.


 


When a Leased Employee
ceases to provide services under an agreement between a Participating Company, an Affiliated Company, or a Non-Affiliated Participating
Company and a leasing organization but continues to work under the direction of that employer, the employer may reclassify the
Leased Employee as an Employee, in which case the Employee shall receive credit for eligibility and vesting for the entire period
for which the Employee has performed services for a Participating Company, the Affiliated Company, or the Non-Affiliated Participating
Company.


 


Any person who a Participating
Company, an Affiliated Company, or a Non-Affiliated Participating Company classifies as a Leased Employee shall not receive credit
for eligibility and vesting purposes under this Plan for the period as a Leased Employee if:


 


(a)          The
number of persons classified as Leased Employees constitute less than 20% of a Participating Company's,
an Affiliated Company's, or a Non-Affiliated Participating Company's non-highly compensated work force within
the meaning of Code Section 414(n)(5)(C)(ii); and


 


(b)          The
person is covered by a money purchase pension plan maintained by the leasing organization providing:


 


(i)          A
nonintegrated company contribution rate of at least 10% of Compensation, but including amounts
contributed under a salary reduction agreement that are excludable from the Employee's gross income
under Code Sections 125, 402(a)(3), 402(h)(1)(B) or 403(b);


 


(ii)         Immediate
participation for each employee of the leasing organization (other than employees who perform
substantially all their services for the leasing organization); and


 


(iii)        Full
and immediate vesting.


 


2.24         Matching
Contributions. The contributions made
by a Participating Company or a Non-Affiliated Participating Company on behalf of a Participant
under Section 4.6 or any Supplement, provided such
Participant has elected (or is deemed to have elected) to have Participant Contributions
or After-Tax Contributions made to the Plan on the Participant's behalf.



 


2.25         New
Program Participants. The Participating Group
consisting of those Participants identified in a Supplement as eligible to receive certain
benefits described in the applicable Supplement.


 


2.26         Non-Affiliated
Participating Company. Wisconsin River Power
Company, which is not an Affiliated Company, and any other employer that is not an Affiliated
Company designated by the Chief Executive Officer of the Company as eligible to
participate in the Plan, and any successor to a Non-Affiliated Participating Company that
participates in the Plan. Participation in the Plan by one or more Non-Affiliated Participating
Companies causes the Plan to be a multiple employer plan subject to Section 13.11.


 




    	 	2-5	 



     


    

 


2.27         Non-Highly
Compensated Employee. Non-Highly Compensated Employee
means any Employee who is not
a Highly Compensated Employee.


 


2.28         Participant.
Participant means an
Eligible Employee who has satisfied the eligibility and participation requirements of Article 3 of the Plan. Where
appropriate, the term "Participant" also includes
Participants who are no longer eligible to actively participate under Article 3,
Beneficiaries of a deceased Participant, or an alternate payee as defined in Code
Section 414(p)(8), including such Participants, Beneficiaries, and alternate payees
in a Prior Plan immediately prior to the Effective Date
for whom an Account exists that has not been distributed or
forfeited in total.


 


2.29         Participant
Contributions. The amount
a Participant elects (or is deemed to elect) to have contributed on the Participant's
behalf by a Participating Company or Non-Affiliated Participating Company under Section
4.1, which is allocated to a Participant Contribution Account, as further divided
into:


 


·         Pretax
Contributions. Amounts contributed to the Plan that are not includable in a Participant's gross income at the time deferred.


 


·         Roth
Contributions. Amounts irrevocably designated by a Participant as Roth Contributions that are includable in a Participant's
gross income at the time deferred. In addition, Roth Contributions shall include amounts a Participant elects to convert into Roth
Contributions through an in-Plan Roth conversion/rollover under Section 7.8.


 


Participant Contributions
are the sum of all elective deferrals contributed on behalf of the Participant under any qualified cash or deferred arrangement
(CODA) described in Code Section 401(k). In the event a Participant makes both Pretax Contributions and Roth Contributions
for a year and a refund or other distribution of a portion of such contributions is required in order to correct an excess contribution
or satisfy applicable Code limitations (except as provided in Section 5.1), the Participant's Pretax Contributions will be
refunded or distributed prior to any refund or distribution of the Participant's Roth Contributions. In any case in which a distribution
or withdrawal, other than a refund or distribution described in the preceding sentence, results in the payment of less than a Participant's
entire Account attributable to Participant Contributions, then unless the Participant elects otherwise, the distribution or withdrawal
shall be deemed to come first from the Participant's Pretax Contributions Account.


 


2.30         Participating
Company. Any Affiliated Company designated by the
Chief Executive Officer of the Company as eligible for participation in the Plan
and any successor to a Participating Company that participates in the Plan. Exhibit I to
the Plan is the Schedule of Companies Participating in the Plan and their effective date of
participation in the Plan.


 


2.31         Participating
Group   A separate group of
Eligible Employees classified by a Participating Company or a Non-Affiliated Participating
Company by specific reference to a location, division, plant, job title, bargaining unit, or other identifiable characteristics
as constituting a separate group of Eligible Employees covered by the Plan, which characteristics
shall be set forth in the Supplement applicable to such group of Eligible Employees.


 


2.32         Plan.
The WEC Energy Group Retirement Savings Plan, the terms and conditions of which are stated
in this document, including any Exhibits and Supplements, all as amended from time to time.


 


2.33         Plan
Year. The 12 consecutive month period beginning on each January 1.
The period beginning on the Effective Date and ending December 31, 2016 is the Plan's initial
short Plan Year. 


 




    	 	2-6	 



     


    

 


2.34         Prior
Plan. The plans identified in
Section 1.4 and the Supplements, which were merged in connection with the formation of the Plan, or were merged into
the Plan subsequent to its effective date.


 


2.35         Retirement.
 A Participant's termination of Employment on or after attainment of
age 59-1/2 or, if earlier, (a) termination of a Participant's service qualifying
the Participant for retirement (as opposed to vested termination) benefits under a defined
benefit plan covering the Participant, or (b) termination of the
Participant's Employment on or after attainment of age 55 and completion of at least 10
Years of Vesting Service. 


 


2.36         Rollover
Contributions. A contribution to the Plan under
Section 4.5.


 


2.37         Severance
from Service. The earlier to occur of:


 


(a)          The
date an Employee quits, retires or terminates Employment, or the date on which an Employee dies, whichever occurs first; or


 


(b)          The
first anniversary of the date an Employee commences a continuous absence from service with a Participating
Company, an Affiliated Company, or Non-Affiliated Participating Company for any other reason, such as military service under
the USERRA Policy, layoff, vacation, or authorized leave of absence. In the case of an Employee
absent from service beyond the first anniversary of the first day of absence by reason of maternity or paternity absence,
the Employee's Severance from Service is the second anniversary of the first day of such
absence. For purposes of this paragraph, an absence from work
for maternity or paternity reasons means an absence (i) by reason of the pregnancy
of the individual, (ii) by reason of the birth of a child of the individual, (iii) by
reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) to
care for such child for a period beginning immediately following such birth or placement.


 


2.38         Service
Period. The period consisting of a number of years and months (with
30 days constituting a month) and days of service with a Participating Company, an Affiliated
Company, or a Non-Affiliated Participating Company beginning on the date an Employee first performs an Hour of Service
upon commencing or recommencing Employment and ending on the Employee's Severance from
Service, determined under these rules:


 


(a)          Service
Periods of less than one year shall be aggregated on the basis that 12 months of service equal one year, with 30 days
constituting one month.


 


(b)          To
credit Years of Vesting Service, if an Employee incurs a Severance Period and subsequently performs an Hour of Service within 12 months
of the Employee's Severance from Service, the Employee's
Service Periods before and after the Severance Period shall be aggregated and shall include the intervening Severance Period.


 


This Plan is a successor
plan to the Prior Plans merged into this Plan, and to determine the Service Period of Employees
who participated in a Prior Plan, the Plan is treated as if it were established on each
of the separate dates on which the Prior Plan was established. 
A Participant's Service Period shall not include any period of employment with an Affiliated
Company prior to the date such Company becomes an Affiliated Company, unless and
only to the extent the Plan specifically provides otherwise.


 


2.39         Severance
Period. The period consisting of a number of years, months (with 30 days
constituting a month) and days during which the Employee does not complete one or more Hours of Service, beginning on the Employee's
Severance from Service and ending on the date the Employee again


 




    	 	2-7	 



     


    

 


completes
an Hour of Service for a Participating Company, an Affiliated Company, or a Non-Affiliated Participating
Company.


 


2.40         Spouse.
Spouse means the person legally married to the
Participant in any domestic or foreign jurisdiction.


 


2.41         Trust
Agreement. The Agreement between the Company and the Trustee.


 


2.42         Trust
Fund. The assets of the Plan held in trust by the Trustee.


 


2.43         Trustee.
Any person(s), corporation or other entity appointed by the Company or the Investment Trust Policy
Committee to maintain the Trust Fund. 


 


2.44         Union.
A unit of Employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between Employee representatives and any Participating Company.


 


2.45         USERRA
Policy. The WEC Energy Group, Inc. 401(k) Plan Military Service (USERRA)
Policy for the WEC Energy Group Employee Retirement Savings Plan, Retirement Savings Plan and Limited Retirement Savings Plan.


 


2.46         Valuation
Date. The last day of the Plan Year
and each business day on which the New York Stock Exchange is open for business
or such other dates as the Employee Benefits Committee determines to value the Trust Fund.


 


2.47         WEC
Stock. WEC Energy Group, Inc. Common Stock.


 


2.48         WEC
Stock Fund. The Investment Fund which
is primarily invested in WEC Stock (except for cash or cash equivalent investments determined
by the Investment Trust Policy Committee to be required to meet liquidity needs to permit
the processing of distributions) and is exclusively invested in the ESOP component of the Plan under Article 14.


 


2.49         Years
of Vesting Service.  A Year of
Vesting Service shall mean each 12-month period in an Employee's Service Period, subject to rules in a Supplement. Non-successive
Service Periods must be aggregated. In aggregating less than whole years, 12 month of service or 365 days of service shall equal
a whole year. 


 




    	 	2-8	 



     


    

 


Article
3


 


ELIGIBILITY AND PARTICIPATION


 


3.1           Eligible
Employees. An Employee is
eligible to participate in the Plan if the Employee is in the Employment of a Participating Company
or a Non-Affiliated Participating Company and a "regular" full-time or part-time Employee (as designated
by the Participating Company or Non-Affiliated Participating Company). An Employee is not eligible if the Employee is:


 


·           Included
in a unit of Employees covered by a collective bargaining agreement in relation to which employee benefits were a subject of good
faith bargaining, unless the terms of such agreement specifically require participation in the Plan;


 


·           A
nonresident alien who receives no U.S. source earned income;


 


·           An
individual who a Participating Company or Non-Affiliated Participating Company classifies as a leased employee, including Leased
Employees;


 


·           An
Employee classified by a Participating Company or a Non-Affiliated Participating Company as a seasonal, temporary, limited term
or project worker Employee;


 


·           An
Employee classified by a Participating Company or a Non-Affiliated Participating Company as a student or intern; or


 


·           An
Employee on the Company's payroll who is eligible to participate in another defined contribution plan sponsored by the Company
or an Affiliate Company.


 


3.2           Participation.


 


(a)          Immediate.
An Eligible Employee shall participate in the Plan on the date the
Eligible Employee first completes one Hour of Service.


 


(b)          Participation
upon Reemployment. An Employee shall immediately participate in the Plan if re-employed as an
Eligible Employee. A rehired Eligible Employee shall be entitled to make Participant
Contributions as soon as administratively possible following return to participation in the Plan.


 


(c)          Participation
Following a Change in Status.


 


(i)          Employees
in an Ineligible Class. An Employee who is not an Eligible Employee shall immediately
become a Participant upon a change in status to an Eligible
Employee. 


 


(ii)         Participants
Transferred to an Ineligible Class.  A Participant, who remains an Employee
but has a change in status and is no longer an Eligible Employee, shall have participation
in the Plan suspended. During the period of suspension, the Participant's Account shall
not be entitled to receive any contribution allocations under Article 4 of the Plan. However, the
Participant shall continue to be credited with Years of Vesting Service. The inactive
Participant shall immediately resume participation in the Plan upon again becoming an Eligible
Employee. The Account of an Employee transferred to an ineligible position may be
eligible for an elective transfer to another defined contribution plan
maintained by the Company or an Affiliated Company under Section 7.9.


 




    	 	3-1	 



     


    

 


3.3           Cessation
of Participation.
A Participant shall be deemed to be an inactive
Participant on the date the Participant terminates Employment or, if earlier, the
date the Participant is no longer an Eligible Employee.
Status as an inactive Participant shall continue until the date the Plan has satisfied
all liabilities regarding the inactive Participant. An inactive
Participant shall not be eligible for contributions made under Article 4 of
the Plan, except for certain Rollover Contributions under
Section 4.5.


 




    	 	3-2	 



     


    

 


Article
4


 


CONTRIBUTIONS


 


4.1           Participant
Contributions.
A Participant shall enroll
in a manner approved by the Employee Benefits Committee by directing a Participating Company or Non-Affiliated Participating Company
to make Participant Contributions through payroll deduction in whole percentages
of the Participant's Compensation for the pay period.
The total of Participant Contributions and After-Tax Contributions may not exceed 75% of
a Participant's Compensation per pay period or such other percentage as communicated to
Participants by the Employee Benefits Committee. 


 


(a)          Automatic
Enrollment Program. The Plan includes an eligible automatic contribution arrangement (an
"EACA") as defined in Code Section 414(w). The Plan's automatic enrollment program applies to any Employee who
was not in Employment as of the Effective Date, is hired, rehired, or transferred to a position
as an Eligible Employee, and becomes a Participant in
the Plan on or after the Effective Date.


 


Unless an
Eligible Employee subject to the automatic enrollment program affirmatively elects otherwise under
Section 4.1(d) within the EACA notice period described below, the
Eligible Employee shall be deemed to have elected to make Pretax Contributions equal to five percent (5%) of Compensation
for each pay period as of the effective date determined by the Employee Benefits Committee
subsequent to the EACA notice period. An Eligible
Employee deemed to have elected Pretax Contributions is an "EACA Employee." An
Eligible Employee who was a participant in a Prior
Plan under an automatic deferral election on the date immediately before the Effective Date
shall have that election transferred to this Plan and shall be considered an EACA Employee
under this Plan.


 


Deemed Pretax Contributions
shall cease as soon as administratively feasible if the EACA Employee makes an affirmative
election under Section 4.1(d), including an election to opt-out of contributing to the Plan.


 


The Plan's EACA notice
period shall be a reasonable time after receipt of an automatic enrollment notice which describes an Employee's rights and obligations
under automatic enrollment and is written in a manner calculated to be understood by the average Employee. The automatic enrollment
notice shall describe the deemed Pretax Contributions made on the Employee's behalf absent an affirmative election; the Employee's
right to elect to have no Pretax Contributions made, to have a different amount of Pretax Contributions made, or to designate Pretax
Contributions as Roth Contributions or make After-Tax Contributions; and how deemed Pretax Contributions will be invested absent
the Employee's investment instructions.


 


(b)          Automatic
Increase Program. Participants automatically enrolled as described above (including Participants automatically enrolled
under a Prior Plan) shall have deemed Pretax Contributions automatically increased by an additional one percent (1%) of Compensation
and annually thereafter, to a maximum of ten percent (10%) (an "automatic increase")
effective as of each anniversary of the Participant's automatic enrollment in the Plan.
Participants subject to the automatic increase program under the Prior Plan shall be subject to the automatic increase program
under this Plan as of the Effective Date. The Employee Benefits Committee may establish procedures regarding automatic annual
increases of Pretax Contributions, including procedures for Participants to opt-out of the
automatic increase program. Once a Participant opts-out of the automatic enrollment program
and automatic increase program, the Participant shall not be subject to any automatic increases
unless the Participant affirmatively elects, in the manner
prescribed by the Employee Benefits Committee, to voluntarily participate in the Plan's automatic increase program.


 




    	 	4-1	 



     


    

 


(c)          Rehired
and Transferred Employees. A former Employee rehired into a position as an Eligible Employee
shall be treated as a newly hired Employee for the automatic enrollment and automatic
increase programs of this Section 4.1. An Employee transferred to a position as an
Eligible Employee also shall be treated as a newly hired Employee for the automatic
enrollment program of this Section 4.1, unless the Employee was making Participant
Contributions or After-Tax Contributions to another defined contribution plan
sponsored by the Company or an Affiliated Company prior to the transfer, in which case the Employee shall be deemed to have
elected to make Pretax Contributions, Roth Contributions, and/or After-Tax Contributions to
this Plan at the same rate and in the same proportion at which such Participant was contributing
to such other plan. Such a Participant shall be subject to the automatic increase program
of the Plan under Section 4.1 (b). A deemed election will be effective beginning with the
first payroll period beginning after the transfer, or as soon after as is administratively feasible.


 


(d)          Affirmative
Elections and Changes to Elections. Any Eligible Employee, including an
Eligible Employee subject to the EACA provisions of the Plan, may make an affirmative
election regarding Participant Contributions and/or After-Tax Contributions to the Plan.
An Eligible Employee may make an affirmative election to make Participant Contributions
(Pretax or Roth Contributions) and/or After-Tax Contributions to the Plan in any whole percentage
of Compensation for each pay period or to make no contributions to the Plan. The
Participant must irrevocably designate if all or any portion of Participant Contributions shall be Roth Contributions. If
the Participant fails to specify, none of the Participant Contributions shall be treated
as Roth Contributions.  A Participant's election authorizing Participant Contributions
and/or After-Tax Contributions shall remain in force until the Participant ceases
to be an Eligible Employee or until the Participant's
election is changed or discontinued.


 


All Participant Contribution
elections shall be filed in such form as prescribed by the Employee Benefits Committee, which may include use of an electronic
election system. The Employee Benefits Committee may establish rules and procedures on modifying elections, including rules for
reducing the contribution percentage elected by a Participant in the event the rate elected by the Participant exceeds a revised
limit established by the Committee or deemed necessary by the Committee to comply with applicable Code limits.


 


An affirmative election
of a Participant, including an election to opt-out of contributing to the Plan, in effect under a Prior Plan as of the date immediately
prior to the Effective Date, shall be automatically transferred to this Plan as of the Effective Date and shall remain in effect
unless changed by the Participant.


 


(e)          Allocation.
The Employee Benefits Committee shall allocate a Participant's Pretax Contributions
to the Participant's Pretax Contribution Account and Roth Contributions to the Roth Contribution
Account. For each Participant who contributes Roth
Contributions, the Employee Benefits Committee shall record a five-taxable-year period beginning
with the first taxable year for which the Participant made
a Roth Contribution and comply with such other administrative requirements that may be required under
Code Section 402A.


 


4.2           After-Tax
Contributions. In addition to or in lieu of enrolling to make Participant
Contributions, a Participant may elect, in a manner approved
by the Employee Benefits Committee, to make After-Tax Contributions to the Plan in any whole percentage of Compensation
for each pay period.  A Participant's total Participant Contributions
and After-Tax Contributions may not exceed 75% of the Participant's Compensation
per pay period or such other percentage as communicated to Participants by the Employee Benefits
Committee. After-Tax Contributions shall be allocated to a Participant's After-Tax Contribution
Account.


 




    	 	4-2	 



     


    

 


4.3           Catch-Up
Contributions. Each Participant who
has attained the age of 50 (or will attain the age of 50 by the end of the Plan Year) may
elect to have Catch-Up Contributions made under, and subject to, the limitations of Code Section 414(v), provided the Catch-Up
Contributions do not exceed the Participant's effectively available Compensation after
all withholding and deductions. Catch-Up Contributions can be designated by a Participant as
Pretax Contributions or Roth Contributions. Catch-Up Contributions shall be Participant Contributions
for all purposes of the Plan, except Catch-Up Contributions shall not be considered when implementing the required limitations
of Code Sections 402(g) and 415, as provided in Sections 4.4
and 5.1 of the Plan, nor the ADP test under Section 5.3
of the Plan, if applicable. No Participant shall be entitled to make Catch-Up Contributions
unless the Participant has made the maximum Participant Contributions permitted under
Sections 4.1, 4.4(a) or the ADP test under Section 5.3 of the Plan, if applicable.
Pretax Catch-Up Contributions are allocated to a Participant's Pretax Catch-Up Contribution Account.
Roth Catch-Up Contributions are allocated to a Participant's Roth Catch-Up Contribution
Account.


 


4.4           Limitations
on Participant Contributions.


 


(a)          Participant
Contributions made under this Article 4 for a Participant shall not exceed the maximum
amount allowable under Code Section 402(g) for the Participant's
taxable year ($18,000 for 2016), as adjusted from time to time.



 


(b)          A
Participant may assign to this Plan any excess deferral made during the taxable year
of the Participant by notifying the Employee Benefits Committee
prior to March 1st of the year following the year during which such excess
deferrals were made, of the excess deferrals to be attributed to this Plan. 
A Participant is deemed to notify the Employee Benefits Committee of any
excess deferrals that arise by considering only those Participant Contributions made to this Plan or any other Plan of an
Affiliated Company. "Excess deferrals" for any calendar year shall mean Participant
Contributions of a Participant that either (1) are made during the calendar year and
exceed the dollar limitation under Code Section 402(g) (including, if applicable, the dollar limitation on Catch-Up
Contributions defined in Code Section 414(v)) for such year, or (2) are
made during a calendar year and exceed the dollar limitation under Code Section 402(g) (including, if applicable, the dollar
limitation on Catch-Up Contributions) for the Participant's
taxable year beginning in such calendar year counting Participant Contributions made under this Plan and any other plan, contract
or arrangement maintained by an Affiliated Company or Non-Affiliated Participating Company. The
Employee Benefits Committee shall direct the Trustee to distribute to the Participant any
such excess deferrals and any income or loss allocable to the
excess deferral. Distribution of excess deferrals shall occur by the April 15th
of the year following the year to which the excess deferrals relate. In the case of a distribution
of excess deferrals, the Participant may designate
the extent to which the distribution is composed of Pretax Contributions and Roth Contributions, but only to the extent such types
of contributions were made for the Plan Year.


 


(c)          Income
allocable to excess deferrals described in Section 4.4(b)
above shall equal the allocable gain or loss for the tax year of the individual (the
Plan Year in which such excess deferrals were made) under any reasonable method used
for allocating gain or loss to all Participants' Accounts, as applied consistently
to all Participants for a Plan Year, or under the alternative method
in Treasury Regulation Section 1.402(g)-1(e)(5)(iii).


 


(d)          Excess
deferrals distributed under this Section 4.4 shall be reduced by any
excess contribution previously distributed to the Participant under the ADP test
of Section 5.3 for the Plan Year, if applicable.
Any excess deferrals made to the Plan shall be employer contributions to the extent required
in applicable regulations under the Code.


 




    	 	4-3	 



     


    

 


(e)          To
the extent required by law, any matching contributions related to excess deferrals distributed
under this Section 4.4 shall be declared a forfeiture as of the end of the
Plan Year in which the excess deferrals are distributed (even if the
Participant is vested in such matching contributions), except to the extent the matching contributions are
excess aggregate contributions that instead are distributed to a Participant who
is a Highly Compensated Employee under Section 5.4
of the Plan.


 


4.5           Rollover
Contributions. Upon
the approval of the Employee Benefits Committee, the Trustee shall accept Rollover Contributions
under these circumstances:


 


(a)          An
Eligible Employee shall be entitled to roll over to the Plan amounts derived from a qualifying distribution from: (i) a
qualified plan described in Code Sections 401(a) or 403(a), (ii) an annuity
contract described in Code Section 403(b); and (iii) an eligible deferred compensation
plan described in Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state. In addition, an Eligible Employee
shall be entitled to roll over to the Plan the portion of a distribution from an individual retirement account or annuity
described in Code Sections 408(a) or 408(b) that is eligible to be rolled over and
would otherwise be included in income. An Eligible Employee also shall be entitled to "roll-in"
to the Plan a qualifying distribution of the benefit of the deceased Spouse of the
Participant. No such rollover shall be accepted unless it is paid over in cash or check to the Trustee within 60 days
after it is received by the Employee or under a direct rollover. The Employee Benefits Committee
may adopt such procedures, and may require such information from the Participant who
desires to make a Rollover Contribution, as it considers necessary to determine if the proposed rollover or direct transfer will
meet the requirements of this Section. The Employee Benefits Committee may require
a Participant to submit a certification that the Rollover Contribution is from an eligible retirement plan or account. Such
amounts shall be allocated to the Eligible Employee's Rollover Contribution Account and
shall be administered for all purposes of the Plan as if attributable to deposits hereunder.
Notwithstanding the foregoing, the Plan will accept a Rollover Contribution Account to an
Eligible Employee's Roth Rollover Subaccount of the Eligible Employee's Rollover Account
only if it is a direct rollover from another Roth elective deferral account under
an applicable retirement plan described in Code Section 402A(e)(1) and only to the extent the rollover is permitted under
Code Section 402(c).


 


(b)          A
Participant who is a former Eligible Employee shall be entitled to roll over to the
Plan an eligible rollover distribution from a qualified plan described in Code Section 401(a)
that is maintained by an Affiliated Company or a Non-Affiliated Participating Company.


 


4.6           Matching
Contributions. Matching Contributions shall be allocated to a Participant's Matching
Contribution Account.


 


(a)          Safe
Harbor Matching Contributions for Employees Not Represented by a Union. 
A Participating Company shall contribute "safe harbor" Matching Contributions to the Trust Fund
for each Plan Year on behalf of each Participant
who is not represented by a Union. The safe harbor Matching Contributions shall equal one-hundred percent (100%) of the
Participant Contributions (Pretax or Roth), Catch-Up Contributions (Pretax or
Roth), and After-Tax Contributions made by a Participant that do not exceed five-percent
(5%) of the Participant's Compensation for each
Plan Year.


 


(b)          Represented
Employees. A Participating Company or a Non-Affiliated Participating Company may negotiate with a Union a Matching Contribution.
Matching Contributions applicable to the Eligible Employees represented by a Union are reflected
in the Supplements.


 


4.7           Age
& Service Point Contributions. A Participating Company shall
make Age & Service Point Contributions for a Participating Group as provided in a Supplement.


 




    	 	4-4	 



     


    

 


4.8           Vesting.


 


(a)          Fully
Vested Accounts.  A Participant shall be fully vested in all
Accounts under the Plan, except for the Participant's
Age & Service Point Contribution Account. Any portion of a Participant's Account forfeited
under a Prior Plan and subsequently reinstated under either the
Prior Plan or subsection (d) below shall be subject to the vesting provisions applicable
to the reinstated account under the terms of the Prior Plan.


 


(b)          Age
& Service Point Contribution Account. A Participant's Age & Service Point Contribution
Account shall vest in relation to the Participant's Years of Vesting Service as follows:


 


	 Years
                                         of Vesting Service
	 	Vested
    Percentage	 
	Fewer than 3	 	 	0	 
	3 or more	 	 	100	%



 


(c)          Upon
Death, Becoming a Disabled Participant, or Retirement while in Employment.  A Participant shall
become automatically 100% vested in the Participant's Age & Service Point Contribution Account
if, while in Employment, the Participant dies, is determined to be a Disabled Participant,
or satisfies the requirements for Retirement.


 


(d)          Forfeitures.
The non-vested portion of a Participant's Account shall constitute a forfeiture (be
"forfeited") as of the earlier of the date the Participant (i) receives
a distribution of the Participant's entire non-forfeitable
Account following termination of Employment, or (ii) incurs five-consecutive one-year Breaks-in-Service. Such
forfeitures will be used to reduce future Matching Contributions and/or Age & Service
Point Contributions or to pay reasonable Plan administrative expenses as soon as practicable, but no later than the last
day of the Plan Year following the Plan Year in which
the forfeiture occurred. If a Participant's vested Account
is valued at zero, the Participant shall be deemed to have received a distribution
of the Participant's vested Account as of the
Participant's termination of Employment. Forfeitures shall also mean the portion,
if any, of a Participant's Account, which under Sections 4.4,
5.1 and 13.10 of the Plan, is declared a forfeiture. 


 


(e)          Prior
Plans. For any Participant who participated in
a Prior Plan , the Participant's vested Account balance
transferred to this Plan from a Prior Plan shall be determined under the terms of the
Prior Plan as in effect as of the date the Participant last completed an Hour of
Service if prior to the Effective Date, or, if earlier, the date immediately prior to the
Effective Date.


 




    	 	4-5	 



     


    

 


(f)          Reemployment.


 


(i)          After
Five or More Consecutive One-Year Breaks in Service. If a former Participant returns
to Employment after incurring at least five consecutive one-year Breaks in Service, the
Employee will have no right to any previously forfeited portion of the Employee's
Account. Such Employee's pre-break Years of Vesting Service shall affect the vesting
of the post-break Account only (A) if the Employee's
Account was at least partially vested at the time of the Break in Service or, (B) at
the time of the Employee's return to service, the number of pre-break Years of Vesting Service
equals or exceeds the number of consecutive one-year Breaks in Service. Such Employee's post-break
Years of Vesting Service shall be disregarded in vesting amounts allocated to the Employee's
Account prior to such Breaks in Service. Separate
Accounts shall be maintained for the Employee's pre-break
Account balance and post-break Account balance. Both
Accounts shall share in the income of the Trust Fund.


 


(ii)         Before
Five Consecutive One-Year Breaks in Service. If a former Participant returns to Employment
before incurring five consecutive one-year Breaks in Service, the Employee's pre-break
Years of Vesting Service shall be aggregated with post-break Years of Vesting Service to
determine the vested interest in both pre-break and post-break allocations made to the Employee's
Account. Any previously forfeited portion of such a reemployed Employee's
Account shall be restored from any available forfeitures and then by means of a special
one-time contribution by the Company made solely for this purpose. Any amount so restored
shall not constitute an annual addition under Section 5.1.


 


(iii)        Disregarded
Years of Vesting Service. The Years of Vesting Service an Employee completed
prior to a Break in Service shall not include any Years
of Vesting Service disregarded under this subsection by reason of prior Breaks in Service.


 


4.9           Amount
of Contributions. In no event shall Pretax Contributions,
Catch-Up Contributions, Matching Contributions, and Age & Service Point Contributions (or
other employer contributions provided under a Supplement) be made in excess of the amount
deductible under applicable federal law in effect limiting the allowable deduction for contributions
to the Plan. The contributions to this Plan when combined with all other contributions made by the
Participating Companies to other qualified retirement plans shall not exceed the maximum amount deductible under
Code Section 404.


 


4.10         Payment
of Contributions to the Trustee.
A Participating Company or Non-Affiliated Participating Company shall
pay its contribution for each of its fiscal years to the Trustee within the time prescribed
by law, including extensions, for filing the Participating
Company's or Non-Affiliated Participating Company's federal income tax return for such
year or within such other period as provided in Code Section 404(a)(6).


 




    	 	4-6	 



     


    

 


Article
5


 


CONTRIBUTION AND ALLOCATION RESTRICTIONS


 


5.1           Section
415 Limits on Allocations.


 


(a)          Maximum
Annual Addition. The annual addition to a Participant's Account for any
Plan Year shall not exceed the lesser of:


 


(i)          $53,000,
as adjusted for increases in the cost of living under Code Section 415(d); or


 


(ii)         100%
of Compensation paid or made available to the Participant in such
Plan Year.


 


The Compensation limit
referred to in subparagraph (ii) above shall not apply to any contribution for medical benefits after separation from service (within
the meaning of Code Section 401(h) or 419A(f)(2)) that is otherwise treated as an annual addition.


 


(b)          Definition
of Annual Additions. "Annual additions"
are all contributions and forfeitures allocated on behalf of
a Participant to this Plan and all other defined contribution plans maintained by the Company,
an Affiliated Company, or a Non-Affiliated Participating Company for the Plan Year,
except for Catch-Up Contributions.


 


(i)          Defined
Contribution Plans. A "defined contribution plan" for purposes of determining
annual additions is:


 


(A)         A
qualified plan described in Code Section 401(a) or 403(a);


 


(B)         An
annuity contract described in Code Section 403(b);


 


(C)         A
simplified employee pension described in Code Section 408(k);


 


(D)         Mandatory
employee contributions to a defined benefit plan described in Code Section 411(c)(2)(C);


 


(E)         Individual
medical benefit accounts described in Code Section 401(h); and


 


(F)         Post-retirement
medical accounts established for key employees under Code
Section 419A(d)(2).


 


(ii)         401(k)
Nondiscrimination Excesses. Annual additions include (A) Participant Contributions in
excess of the Code Section 402(g) limit (as adjusted) that are not distributed by the April 15 following the close
of the Plan Year, or (B) Participant Contributions or Matching Contributions in
excess of the nondiscrimination limitations recited in this Article 5,
even if corrected through distribution after the close of the Plan Year.


 


(iii)        Exclusions
from Annual Additions. Annual additions shall
not include the allocation to a Participant's Account of income and rollovers, if any, Catch-Up
Contributions, or the repayment of principal or interest by a Participant on a loan, if
any, extended under Section 7.2.


 






    	 	5-1	 



     


    

 


Forfeitures restored under
Section 4.8(f) shall not constitute an annual addition. Annual additions also shall
not include restorative payments. For this purpose, a restorative payment is a payment made
to restore some or all of the Plan's losses due to an action (or failure to act) that creates a reasonable risk of liability
for a breach of fiduciary duty under Title I of ERISA (other than a breach of fiduciary
duty arising from failure to remit contributions to the Plan) or under other applicable federal or state law where
Participants who are similarly situated are treated similarly regarding such restorative payments.


 


(c)          Short
Plan Years. The Plan’s initial limitation year for this
Section 5.1 is the 12-month period ending on December 31, 2016 unless the Plan provides
for a different 12-month limitation year. If the Plan is amended to change the Code Section
415 limitation year to a period of less than 12 consecutive calendar months, Compensation under this
Section 5.1 shall be the Compensation received for such short limitation year and
the dollar limitation under Section 5.1(a)(i) shall be multiplied by a fraction the numerator
of which is the number of months in the short limitation year and the denominator if which is 12. If the Plan is terminated as
of a date other than the last day of a Plan Year, the Plan is deemed to have been amended
to change its Plan Year for this Section 5.1 and
the maximum annual addition shall be determined by prorating for the resulting short
Plan Year. 


 


(d)          Excess
Annual Additions. This Section 5.1(d) shall be applied under
Section 4.04 of Revenue Procedure 2013-12 or its successor (the Employee Plans
Compliance Resolution System). If the total annual addition credited to a Participant's
Account for any Plan Year exceeds the amount allowable under Code Section 415(c),
subject to cost of living adjustments as provided in Code Section 415(d), the excess annual
addition shall be distributed to the Participant within
2-1/2 months after the end of the Plan Year. The
excess shall be returned from the annual addition for such
Plan Year from contribution sources within a Participant's Account in this order:


 


(i)          After-Tax
Contributions for which a Participating Company or Non-Affiliated Participating Company has not made a Matching Contribution;


 


(ii)         Roth
Contributions for which a Participating Company or Non-Affiliated Participating Company has not made a Matching Contribution;


 


(iii)        Pretax
Contributions for which a Participating Company or Non-Affiliated Participating Company has not made a Matching Contribution;


 


(iv)        After-Tax
Contributions for which a Participating Company or Non-Affiliated Participating Company has made a Matching Contribution;


 


(v)         Roth
Contributions for which a Participating Company or Non-Affiliated Participating Company has made a Matching Contribution;
and


 


(vi)        Pretax
Contributions for which a Participating Company or Non-Affiliated Participating Company has made a Matching Contribution.


 


To the extent permitted
by Section 401(k)(8) of the Code and applicable regulations, the Pretax Contribution of a Participant who has attained the age
of 50 (or will attain the age of 50 by the end of the Plan Year) will first be reclassified as a Catch-Up Contribution before calculating
the excess annual addition that must be returned under this Section 5.1(d). If the return of an excess annual addition for any
Plan Year requires the return of amounts attributable to a contribution source in this Section 5.1(d)(iv), (v), or (vi) of the
Plan, the related Matching Contribution shall be forfeited upon the return of the excess annual addition.


 








    	 	5-2	 



     


    



 


5.2           Top-Heavy
Restrictions.   As
of each determination date, the Employee Benefits Committee shall apply Code Section 416
to determine if the Plan is top-heavy. 


 


(a)          General
Rule. The Plan will be "top-heavy" for any
Plan Year if any of these conditions exist:


 


(i)          The
top-heavy ratio for this Plan exceeds 60% and this
Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans.


 


(ii)         This
Plan is part of a Required Aggregation Group of plans but not part of a Permissive Aggregation
Group and the top-heavy ratio for the group of plans exceeds 60%.


 


(iii)        This
Plan is part of both a Required Aggregation Group and a Permissive Aggregation Group of
plans and the top-heavy ratio for the Permissive Aggregation Group of plans exceeds 60%.


 


The top-heavy ratio
for this Plan alone, or for the Required or Permissive Aggregation Group (as defined in subsection (c) below), as appropriate,
is a fraction, the numerator of which is the sum of the Account balances under the aggregated defined contributions plan(s) of
all key employees (as defined in subsection(e) below) as of the determination date (including any part of the Account balance distributed
in the one-year period ending on the determination date (five-year period ending on the determination date in the case of a distribution
made for a reason other than severance from Employment, death or disability)) and the present value of accrued benefits under the
aggregated defined benefit plan(s) for all key employees as of the determination date, and the denominator of which is the sum
of all Account balances (including any part of any Account balance distributed in the one-year period ending on the determination
date (five-year period ending on the determination date in the case of a distribution made for a reason other than severance from
Employment, death or disability)) and the present value of accrued benefits under the defined benefit plan(s) for all Participants
as of the determination date, all computed under Code Section 416 and the regulations thereunder. The accrued benefits under a
defined benefit plan in both the numerator and denominator of the top-heavy ratio are increased for any distribution of an accrued
benefit made in the one-year period ending on the determination date (five-year period ending on the determination date in the
case of a distribution made for a reason other than severance from Employment, death or disability).


 


The value of Account
balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within, or
ends with, the 12-consecutive month period ending on the determination date (as defined in subsection (b) below). The Account balances
and accrued benefits of a Participant (1) who is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service, during the one-year period ending on the determination date will be disregarded.


 


(b)          Determination
Date. For the first Plan Year, the "determination
date" is the last day of that Plan Year. For any other
Plan Year, the "determination date" is the
last day of the immediately preceding Plan Year.


 


(c)          Aggregating
Plans. In determining whether the Plan is top-heavy,
the Employee Benefits Committee shall aggregate the Plan with (1) each other
qualified plan of a Participating Company or an Affiliated Company in which at least one
key employee participated during the Plan Year containing the
determination date or any of the four immediately preceding Plan Years (regardless
of whether the plan has terminated) and (2) each other qualified plan
of a Participating Company or an Affiliated Company, which enables any plan
in which a Key Employee participates to meet the requirements
of Code


 




    	 	5-3	 



     


    

 


Section 401(a)(4)
or 410(b) (the "Required Aggregation Group").
The Employee Benefits Committee may, in making its determination, aggregate the Plan with
the Required Aggregation Group of plans of the Company or an Affiliated Company if such
plans, as a group, would continue to meet the requirements of Code Sections 401(a)(4)
and 410(b) (the "Permissive Aggregation Group"). In determining whether this
Plan is top-heavy, the Employee Benefits Committee shall
consider the present value of accrued benefits and the sum of account balances under
all plans aggregated under Code Section 416.


 


(d)          Consequences.
If the Plan is top-heavy for any Plan Year, the following
shall supersede any conflicting provisions in the Plan, except that the provisions below on top-heavy contributions shall not apply
to Participants covered by a collective bargaining agreement.


 


(i)          Allocation.
As of the last day of any Plan Year during which the Plan
is top-heavy, Matching Contributions and forfeitures allocated on behalf of any
Participant who is not a key employee as of the determination
date, and who is employed by a Participating Company on the
last day of such Plan Year (without regard to the number of Hours of Service completed
during such Plan Year), shall not be less than a top-heavy
contribution. A "top-heavy contribution" is a Matching
Contribution equaling (when combined with employer contributions on behalf of such Participant
to this and other qualified defined contribution plans maintained by an Affiliated Company)
the lesser of (A) 3% of the Participant's Compensation,
or (B) the same percentage of the Participant's Compensation
for such year as the highest percentage of a key employee's Compensation
that the allocation of Matching Contributions and forfeitures (including allocations
of Participant Contributions and Matching Contributions) to that key employee's Account totals
for such year. Compensation under this Section shall
mean "Compensation" as defined in Section 2.11. Notwithstanding the foregoing,
the required top-heavy Matching Contributions for any Plan
Year for the benefit of each Participant who was not
a key employee as of the determination date and who is
a Participant in a qualified defined benefit plan maintained by the Company or an Affiliated
Company shall not be less than 5% of such Participant's Compensation, unless the
top-heavy benefit is provided under the defined benefit plan.


 


(ii)         Coordination
with Other Plans. There shall be no duplication of the minimum benefits required under Code Section 416. The provisions
in subsection (i) shall not apply to any Participant to
the extent the Participant is covered under any other plan or plans of
a Participating Company or an Affiliated Company and the minimum allocation or benefit requirement applicable to top-heavy
plans is met, and the Participant actually receives, the minimum allocation or benefit in
the other plan or plans. Unless the Company directs to the contrary, the top-heavy contribution
on behalf of each Participant shall occur first to this Plan. The requirements
of this Section 5.2 shall apply separately to any Non-Affiliated
Participating Company.


 


(iii)        Matching
Contributions. If a Participating Company makes Matching Contributions to the
Plan, the Matching Contributions shall be considered to satisfy the minimum contribution requirements of Code Section 416(c)(2)
and the Plan. The preceding sentence shall apply with respect to Matching Contributions
under the Plan or, if the Plan provides that the
minimum contribution requirement shall be met in another plan, such other plan.
Matching Contributions used to satisfy the minimum contribution requirements shall be treated as Matching Contributions
for the ACP test described in Section 5.4 and other requirements
of Code Section 401(m).


 


(iv)        Exemption
from Top-Heavy Rules. The top-heavy requirements of Code Section 416 and this Section 5.2
shall not apply for any Plan Year during which
the Plan consists solely of a cash or deferred arrangement that meets the requirements
of Code Section 401(k)(12) or 401(k)(13) and matching contributions regarding which the requirements
of Code Section 401(m)(11) or 401(m)(12) are met.


 




    	 	5-4	 



     


    

 


(e)          Key
Employee. The term "key employee" means any Employee or former Employee
(including any deceased employee) who at any time during the Plan Year is or was one of
the following:


 


(i)          An
officer of a Participating Company having an annual Compensation from a Participating Company
of more than $170,000 (as adjusted under Code Section 416(i)(1));


 


(ii)         Any
person who owns (or is considered as owning within the meaning of the constructive ownership rules of the Code) 5% or more of the
outstanding stock of the Company or stock possessing more than 5% of the combined total voting power of all stock of the Company;
or


 


(iii)        Any
person who owns (or is considered as owning within the meaning of the constructive ownership rules of the Code) more than 1% of
the outstanding stock of the Company or stock possessing more than 1% of the combined total voting power of all stock of the Company
and having an annual Compensation from a Participating Company of more than $150,000. 


 


(f)          Non-Key
Employee. The term "non-key employee" means any
Eligible Employee (and any Beneficiary) who is not a key employee as defined in subsection
(e) above.


 


5.3           Actual
Deferral Percentage (ADP) Test.
  This Plan is intended to be a "safe harbor" plan providing
matching contributions under Code Sections 401(k) and 401(m) as to certain disaggregated
portions of the Plan. As a safe harbor arrangement, the Plan is intended to be exempt for the
applicable disaggregated portion from the ADP test requirements of Code Section 401(k) and the ACP test requirements under
Code Section 401(m) for Matching Contributions. For the period beginning on the Effective
Date and ending December 31, 2016, however, the Plan is not a "safe harbor" plan and must apply the ADP
and ACP tests as described in Sections 5.3 and 5.4. This
Section 5.3 shall not apply to any disaggregated portion of the Plan that satisfies the safe harbor requirements of Code
Section 401(k)(12) or 401(k)(13) for a Plan Year. The portion of the Plan covering
Participants represented by a collective bargaining agreement and the portion of the Plan covering
Participants not represented by a collective bargaining agreement shall be treated as separate plans
for purposes of the ADP test. The Company may elect in any Plan Year to apply the
ADP test separately to each collective bargaining unit or combine two or more collective bargaining units into one ADP test. If
any Plan Year in which an Eligible Employee transfers
from a position covered by a collective bargaining agreement (or the opposite), the ADP test for
each disaggregated group shall consider the Participant Contributions made by the Participant
for the portion of the Plan Year the Participant
was a member of that disaggregated group. 


 


(a)          Applying
the Test. The ADP for a Plan Year for Participants who are
Highly Compensated Employees may not exceed the greater of:


 


(i)          1.25
times the ADP for the determination year of Participants
who are Non-Highly Compensated Employees for the
determination year; or


 


(ii)         The
lesser of (A) two times the ADP for the determination year
of Participants who are Highly Compensated Employees for the
determination year or (B) the ADP for the determination
year of Participants who are Non-Highly Compensated Employees plus two percentage
points.


 


Regarding (i) and (ii)
above, the "determination year" shall mean the current Plan Year. The Company shall maintain records sufficient to demonstrate
satisfaction of the ADP test and the amount of qualified non-elective contributions or qualified matching contributions, if any,
used in the test. "Plan Year" for purposes of the initial Plan Year shall mean the 12-consecutive months ending on December
31, 2016.


 




    	 	5-5	 



     


    

 


(b)          ADP
Calculation. For each Plan Year, the Employee Benefits
Committee shall determine the ADP for the Participants
who are Highly Compensated Employees and all other
Participants as follows:


 


(i)          The
ADP for a specified group of Participants (either
Highly Compensated Employees or all other Participants) shall equal the average of
the actual deferral ratios ("ADRs"), calculated separately
for each Participant in the group, of (A) the allocations of Participant Contributions
and qualified non-elective contributions or qualified matching contributions (to the extent
not considered for the ACP test), not including income, which
the Employee Benefits Committee determines for a Plan Year to (B) the Participant's
Compensation for that Plan Year. For this purpose,
Catch-Up Contributions are not considered. Additional Participant Contributions made by reason of qualified
military service under Code Section 414(u) and the USERRA Policy are also not
considered. The ADP for a specified group of Participants
shall be calculated to the nearest hundredth of a percentage point. For the ADP calculation
under this subsection (b), Participants include any Employee who is directly or indirectly
eligible to make a deferral election under the Plan for all or a portion of
a Plan Year. The ADP of a Participant who makes no Participant Contributions is zero.
Excess deferrals of Participants who are Non-Highly Compensated Employees are not
considered for ADP testing. Notwithstanding the foregoing, if the Plan excludes Employees
who have not met the age and service requirements for coverage testing purposes under Code
Section 410(b)(4)(B), Employees who are Non-Highly Compensated Employees and who have not
met the minimum age and service requirements under Code Section 410(a)(1)(A) may also be
excluded from the ADP test.


 


(ii)         All
elective contributions made under two or more plans of the Company and any Participating Company, which are aggregated
for Code Section 401(a)(4) or 410(b), shall be treated as made under a single plan
for this section. Plans may be aggregated
to satisfy the ADP test only if they have the same Plan Year and use the same ADP testing
method. Even if not aggregated for Code Section 401(a)(4) or 410(b), the deferral percentage
of any Participant who is a Highly Compensated Employee
and eligible to have elective contributions allocated to the Participant's account
under two or more plans or arrangements described in Code Section 401(k) and maintained
by the Company or a Participating Company shall be determined as if all such
contributions were made under a single arrangement. 


 


(iii)        Qualified
non-elective contributions and qualified matching contributions may be considered
in determining the ADR of a Participant to the extent
the contributions satisfy the requirements in this subparagraph (iii). Qualified non-elective contributions
and qualified matching contributions must be made before the end of the 12-month
period immediately following the Plan Year to which the contributions relate.
Qualified non-elective contributions cannot be considered for a Plan Year for a Participant
who is a Non-Highly Compensated Employee to the extent such contributions exceed
the product of that Participant's Compensation and the greater of 5% or two times the Plan's
representative contribution rate.


 


(c)          Excess
Contributions. Excess contributions, plus or minus any income allocable
to excess contributions, shall be distributed no later than the 12 months after
a Plan Year to Participants whose Accounts received an allocation of
excess contributions for the Plan Year, except
to the extent such excess contributions are classified as Catch-Up Contributions. If such
excess contributions are distributed more than 2-1/2 months after the last day of
the Plan Year to which the excess contributions relate,
a 10% excise tax will be imposed on the Company regarding such amounts. The 2-1/2 month
period in the prior sentence will be replaced by a 6-month period for any
Plan Year during which all Eligible Employees are covered employees under an eligible
automatic contribution arrangement within the meaning of Treasury Regulation Section 1.414(w)-1(e)(3)
for the entire Plan Year or portion thereof that the Employees were
Eligible Employees. Excess contributions shall be distributed to Highly Compensated Employees


 






    	 	5-6	 



     


    

 


beginning with the Highly Compensated Employee with the largest dollar amount of
Participant Contributions for the Plan Year in which
the excess arose and continuing in descending order until all
excess contributions have been distributed.


 


To the extent a Highly
Compensated Employee has not reached the Catch-Up Contribution limit under the Plan, excess contributions allocated to such Highly
Compensated Employee shall be re-characterized as Catch-Up Contributions and will not be treated as excess contributions. The excess
contributions to be distributed shall be reduced by excess deferrals previously distributed for the taxable year ending in the
same taxable year and the excess deferrals to be distributed for a taxable year will be reduced by excess contributions previously
distributed for the Plan Year beginning in such taxable year.


 


In the case of a distribution
of excess contributions, a Participant may designate the extent to which the excess amount comprises Pretax Contributions and Roth
Contributions, but only to the extent such contributions are made for the taxable year.


 


(i)          Excess
Contribution Defined. Excess contributions shall mean,
for any Plan Year, the excess of:


 


(A)         The
aggregate Participant Contributions taken in account in computing the ADP of
Highly Compensated Employees for such Plan Year, over


 


(B)         The
maximum amount of such contributions permitted by the ADP test. Under Treasury Regulation Section
1.401(k)-2(b)(2)(ii), the total amount of excess contributions to be distributed
shall be calculated by making a comparison to determine how much the ADR of the
Highly Compensated Employee with the highest ADR would need to be reduced to satisfy
the ADP test or cause the Employee's ADR to equal the ADR
of the Highly Compensated Employee with the next highest
ADR. This process is repeated until the ADP test is satisfied.


 


The aggregate excess
contribution is equal to the sum of the hypothetical reductions multiplied, in the case of each Highly Compensated Employee, by
the respective Highly Compensated Employee's Compensation.


 


(ii)         Determination
of Income. Income allocable to excess contributions shall be determined
for the Plan Year to which the excess contributions
were allocated (A) under any reasonable method used for allocating income to all
Participants' Accounts and as applied consistently to all Participants for the
Plan Year, or (B) as the income allocable to Participant Contributions (and qualified
non-elective contributions or qualified matching contributions, or both, if any) for the
Plan Year multiplied by a fraction, the numerator of which equals the Participant's excess
contributions for the year and the denominator of which equals the
Participant's Account balance attributable to Participant Contributions (and qualified non-elective
contributions or qualified matching contributions, or both, if any, if such contributions are included in the ADP test)
without regard to any income or loss during such Plan Year.


 


(iii)        Coordination
with ACP Test. To the extent required by applicable law, any Matching Contributions relating to
a Highly Compensated Employee's excess contributions distributed to the Highly Compensated
Employee shall be declared a forfeiture as of the end of the Plan Year in which the
excess contribution is distributed (even if the Highly Compensated Employee is vested
in such Matching Contribution), except to the extent that the Matching
Contribution is an excess aggregate contribution distributed to the
Highly Compensated Employee under Section 5.4. Participant Contributions
for which the Participant received a Matching Contribution shall be distributed only
after


 






    	 	5-7	 



     


    

 


all other non-matched Participant Contributions made at the direction of the Participant
during the applicable Plan Year have been distributed.


 


5.4           Actual
Contribution Percentage (ACP) Test.
  This Section 5.4 shall not
apply to any disaggregated portion of the Plan that satisfies the safe harbor requirements of Code Section 401(m)(11) or 401(m)(12)
for a Plan Year or to the disaggregated portion of the Plan consisting of Participants
covered by a collective bargaining agreement. 


 


(a)          Applying
the Test. Matching Contributions shall be limited under the ACP test only if they are not qualified
matching contributions (as defined in Section 5.5) limited by the ADP test. The ACP
for Participants for a Plan Year, who are Highly Compensated Employees, may not exceed
the greater of:


 


(i)          1.25
times the ACP for the determination year of Participants
who are Non-Highly Compensated Employees for the
determination year; or


 


(ii)         The
lesser of (A) two times the ACP for the determination year
of Participants who are Non-Highly Compensated Employees for the
determination year, or (B) the ACP for the determination
year of Participants who are Non-Highly Compensated Employees for the
determination year plus two percentage points.


 


Regarding (i) and (ii)
above, the "determination year" shall mean the current Plan Year. The Company shall maintain records sufficient to demonstrate
satisfaction of the ACP test and the amount of qualified non-elective contributions and qualified matching contributions, if any
used in such test. "Plan year" for the initial Plan year shall mean the 12-consecutive month period ending December 31,
2016.


 


(b)          ACP
Calculation. For each Plan Year, the Employee Benefits
Committee shall determine the ACP for Participants as follows:


 


(i)          The
ACP for a specified group of Participants (either
Highly Compensated Employees or all other Participants) shall equal the average of
the actual contribution ratios ("ACRs") calculated separately
for each Participant in the group of (A) the allocations of Matching Contributions
and After-Tax Contributions (to the extent not considered for the ADP test), not
including income, which the Employee Benefits Committee determines for a Plan Year to (B) the
Participant's Compensation for that Plan Year. For
this purpose, additional Matching Contributions and After-Tax Contributions made
by reason of qualified military service under Code Section 414(u)
and the USERRA Policy are not considered. Qualified non-elective contributions or qualified
matching contributions, if any, (to the extent not considered for the ADP test) may
be taken into account for purposes of calculating the ACP
for Participants. Matching Contributions forfeited to correct
excess aggregate contributions or are forfeited because they relate to
excess deferrals or excess contributions are not considered for ACP testing. The
ACP for a specific group of Participants shall be
calculated to the nearest hundredth of a percentage point. For the ACP calculation under
this subsection, Participants include any Employee who is directly or indirectly eligible
to receive an allocation of Matching Contributions or to make After-Tax Contributions under the Plan
for all or a portion of a Plan Year. The ACP of a
Participant is zero if the Participant makes no After-Tax
Contributions, Participant Contributions, nor Catch-Up Contributions and receives no allocation of a Matching
Contribution to his Account. Notwithstanding the foregoing, if the Plan excludes
Employees who have not yet met the minimum age and service requirements for coverage testing
purposes under Code Section 410(b)(4)(B), Employees who are Non-Highly Compensated Employees and
who have not met the minimum age and service requirements under Code Section 410(a)(1)(A) may be excluded from the ACP test.


 




    	 	5-8	 



     


    

 


(ii)         All
After-Tax Contributions and Matching Contributions made under two or more plans of a Participating
Company, which are aggregated for purposes of Code Section 401(a)(4) or 410(b),
shall be treated as made under a single plan for purposes of this
Section. Plans may be aggregated to satisfy the ACP test only if they have the same
Plan Year and use the same ACP testing method. Even if not aggregated for Code Section 401(a)(4)
or 410(b), the contribution percentage of any Participant who is
a Highly Compensated Employee and eligible to have After-Tax Contributions and Matching
Contributions , if any, allocated to his Account under two or more plans or
arrangements described in Code Section 401(m) and maintained by the Company or a Participating
Company shall be determined as if all such After-Tax Contributions and Matching Contributions
were made under a single arrangement.


 


(iii)        Qualified
non-elective contributions may be considered in determining the ACR of
a Participant to the extent the contributions satisfy the requirements in this subparagraph.
Qualified non-elective contributions must be made before the end of the 12-month period immediately following the
Plan Year to which the contributions relate. Qualified non-elective contributions cannot
be considered for a Plan Year for a Participant who is a
Non-Highly Compensated Employee to the extent such contributions exceed the product of that
Participant's Compensation and the greater of 5% or two times the Plan's representative contribution rate.


 


(c)          Excess
Aggregate Contributions. Any nonvested excess aggregate contributions
allocated to a Participant's Account, plus or minus income on such amounts, shall be
forfeited as of the end of the Plan Year in which the contributions were allocated
to the Account. The vested portion of the excess aggregate
contributions, plus or minus any income on such amounts, shall be distributed no later than the
last day of each Plan Year to Participants to whose Accounts excess aggregate contributions
were allocated for the preceding Plan Year. If such
excess aggregate contributions are distributed more than 2-1/2 months after
the last day of the Plan Year to which the excess aggregate
contributions relate, a 10% excise tax will be imposed on the Company regarding such amounts. The
2-1/2-month period in the prior sentence will be replaced by a six-month period for any
for Plan Year during which all the Eligible Employees are covered employees under
an eligible automatic contribution arrangement within the meaning of Treasury Regulation Section
1.414(w)-1(e)(3) for the entire Plan Year or
portion thereof that the Employees were Eligible Employees under the Plan.
Excess aggregate contributions shall be distributed to Highly Compensated Employees beginning
with the Highly Compensated Employee with the largest dollar amount of Matching Contributions
and After-Tax Contributions for the Plan Year and continuing in descending order
until all excess aggregate contributions have been distributed.


 


(i)          Excess
aggregate contributions defined. Excess aggregate contributions shall
mean, for any Plan Year, the
excess of:


 


(A)         The
aggregate Matching Contributions and After-Tax Contributions actually taken into account
in computing the ACP of Highly Compensated Employees for such
Plan Year; over


 


(B)         The
maximum amount of such contributions permitted by the ACP test. Under Treasury Regulation Sections
1.401(m)-2(b)(2) and (3), the total excess aggregate contributions to be distributed
(or forfeited, if forfeitable) shall be calculated by making a comparison to determine how
much the ACR of the Highly Compensated Employee with
the next highest ACR. This process is repeated until the ACP test is satisfied.


 


The aggregate excess
aggregate contributions are equal to the sum of the hypothetical reductions multiplied, in the case of each Highly Compensated
Employee by the respective Highly Compensated Employee's Compensation.


 




    	 	5-9	 



     


    

 


(ii)         Determination
of Income. Income allocable to excess aggregate contributions shall be determined
for the Plan Year to which the excess aggregate
contributions were allocated (A) under any reasonable method used for allocating income
to all Participants’ Accounts and as applied consistently to all
Participants for the Plan Year, or (B) as the income allocable to the
Participant’s Matching Contributions (and qualified matching contributions,
if any) and After-Tax Contributions for the Plan Year multiplied
by a fraction, the numerator of which equals the Participant’s excess aggregate contributions
for the year and the denominator of which equals the Participant’s Account balance
attributable to Matching Contributions (and qualified matching contributions, if any, if
such contributions are included in the ACP test) and After-Tax Contributions without regard
to any income or loss during such Plan Year.


 


5.5           Qualified
Non-Elective Contributions and Qualified Matching Contributions.
  Under Treasury regulations, a Participating Company or a Non-Affiliated Participating
Company may make qualified non-elective contributions or qualified matching contributions
to the Plan on behalf of Participants. Qualified non-elective contributions and
qualified matching contributions may only be considered for ADP and ACP testing
purposes if the Plan uses the current year testing method. If qualified non-elective contributions
and qualified matching contributions are used to pass ADP testing, allocations shall
be made to Participants who are Non-Highly Compensated
Employees under the provisions of Section 5.3. Similarly, if
qualified non-elective contributions are used to pass ACP testing, allocations shall be made under
Section 5.4.


 


(a)          Qualified
Non-Elective Contributions. "Qualified non-elective contributions"
are contributions (other than matching contributions) made by a Participating Company or a Non-Affiliated
Participating Company that are non-forfeitable when made and distributable only under the distribution provisions (other
than for hardships) applicable to Participant Contributions.
The Employee Benefits Committee shall allocate qualified non-elective contributions,
if any, to Participants' Participant Contribution Account.



 


(b)          Qualified
Matching Contributions. "Qualified matching contributions" are matching
contributions made by a Participating Company or a Non-Affiliated Participating Company that
are non-forfeitable when made and distributable only under the distribution provisions (other than
for hardships) applicable to Participant Contributions. The Employee Benefits Committee
shall allocate qualified matching contributions, if any, to
Participants' Participant Contribution Account.


 




    	 	5-10	 



     


    

 


Article
6


 


RECORDKEEPING AND VALUATION


 


6.1           Valuation
of Funds.   At a Participant's request,
the net value of each Investment Fund shall be determined by the Employee Benefits Committee as
of the most recent Valuation Date.


 


6.2           Participant
Statements.   The Employee Benefits Committee shall cause
to be furnished to each Participant a statement of the value of each investment to which
the assets of the Participant's Account have been allocated within 45 days of the
end of each calendar quarter. The statement shall include the value of assets held in WEC Stock. The statements shall contain
such information as is necessary for the Participant to
distinguish between Pretax Contributions, Roth Contributions, Catch-Up Contributions, After-Tax Contributions, Matching Contributions,
Age & Service Point Contributions, Rollover Contributions and related investment earnings.


 




    	 	6-1	 



     


    

 


Article
7


 


PLAN DISTRIBUTIONS, WITHDRAWALS AND LOANS


 


7.1           Withdrawals
by Participants.   Upon application to
the Employee Benefits Committee in such form and manner as the Employee Benefits Committee
may prescribe, a Participant may make an in-service withdrawal in a cash payment,
or in WEC Stock to the extent the Participant's Account is invested in WEC Stock. If
a Participant does not elect, the withdrawal will be paid in cash. Withdrawals shall be made on a pro rata basis from the
Investment Funds in the subaccount from which the withdrawal shall be made is invested. The withdrawal shall be paid to the
Participant as soon as practicable. Such withdrawals will be made in accordance with the following:



 


(a)          Annual
Withdrawals of After-Tax and Rollover Contributions. A Participant may apply to the Employee Benefits Committee and receive
a withdrawal of all or a portion of the value of the Participant's After-Tax Contribution Account and Rollover Contribution Account
in a single lump sum. Withdrawals shall not be made more frequently than once in any Plan Year. Withdrawals of a Participant's
After-Tax Contributions shall be deemed made in this order:


 


(i)          First,
an amount equal to all of the Participant's After-Tax Contributions made prior to January 1, 1987, to the extent not previously
withdrawn, or the balance of the Participant's After-Tax Contribution Account, if less.


 


(ii)         Second,
an amount equal to all of the Participant's After-Tax Contributions made on or after January 1, 1987 and prior to the date of withdrawal,
to the extent not previously withdrawn, or the balance in the Participant's After-Tax Contribution Account, if less, and the amount
of any net gain attributable to the Participant's After-Tax Contributions to the date of withdrawal, to the extent not previously
withdrawn.


 


(b)          Hardship
Withdrawals of Participant Contributions. A Participant may apply to the Employee Benefits Committee for a hardship withdrawal
payable in a single lump sum. A hardship withdrawal shall be taken from only the Participant's Pretax Contribution Account, Pretax
Catch-Up Contribution Account, and any in-Plan Roth conversion from Pretax Contributions or Pretax Catch-Up Contributions under
Section 7.8. Withdrawals shall be made on a pro rata basis from the Investment Funds in the Account from which the withdrawal shall
be made is invested. The hardship withdrawal cannot be taken from earnings credited after 1988 on Pretax Contributions, Pretax
Catch-Up Contributions, or in-Plan Roth conversion amounts from Pretax Contributions or Pretax Catch-Up Contributions; or from
any other Account, including the Participant's Matching Contribution Account, Roth Contribution Account, Age & Service Point
Contribution Account, Rollover Contribution Account, After-Tax Contribution Account, or the portion of the Participant's Roth Account
attributable to an in-Plan Roth conversion/rollover under Section 7.8 of the Plan that originally was not Pretax Contributions
or Pretax Catch-Up Contributions. A Participant must obtain all available distributions or withdrawals and nontaxable loans under
this Plan and any other plan maintained by the Company or an Affiliated Company before obtaining a hardship withdrawal. Any other
plan maintained by the Company or an Affiliated Company means all qualified and nonqualified plans of deferred compensation and
does not mean a welfare benefit plan. The hardship withdrawal may not exceed the immediate and severe financial need including
any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution.
A withdrawal will be deemed to result from a hardship if the withdrawal is for the payment of:


 




    	 	7-1	 



     


    

  


(i)          Expenses
for (or amounts necessary to obtain) medical care that would be deductible under Code Section 213(d) incurred by the
Participant, the Participant's Spouse or dependents (determined without regard to
whether the expenses exceed 7.5% of adjusted gross income);


 


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


 


(iii)        Tuition,
related educational fees, and room and board expenses, for up to the next twelve months
of post-secondary education for the Participant,
or the Participant's Spouse, children or dependents (as defined in
Code Section 152, determined without regard to Code Sections 152(b)(1),
(b)(2) and (d)(1)(B));


 


(iv)        Amounts
necessary to prevent the eviction of the Participant from the
Participant's principal residence or the foreclosure on the mortgage on that residence;


 


(v)         Burial
or funeral expenses for the Participant's deceased
parent, Spouse, children or dependents (as defined in Code Section 152, determined
without regard to Code Section 152(d)(l)(B)); and


 


(vi)        Expenses
for the repair of damage to the Participant's principal residence that would qualify
for the casualty deduction under Code Section 165 (determined without regard to whether
the loss exceeds 10% of adjusted gross income); or


 


(vii)       Any
other expense specified by the Internal Revenue Service as a deemed immediate and heavy financial need.


 


The Participant will
be suspended from making Participant Contributions, Catch-Up Contributions, and After-Tax Contributions under this Plan and any
other elective contributions or employee contributions under any other plan maintained by the Company or an Affiliated Company
(both qualified and nonqualified but not a welfare plan) for six consecutive months following the date of the withdrawal.
In addition, a Participant electing a hardship withdrawal must elect to receive cash distributions of currently available dividends
on the portion of the Participant's Account invested in the WEC Stock Fund. A Participant's election to contribute to the Plan
in effect immediately prior to the six-month suspension shall automatically be reinstated upon the expiration of the six month
suspension period.


 


For hardships expenses
relating only to medical, tuition, and funeral expenses, as described above, a Participant may request a hardship withdrawal on
behalf of the Participant's primary Beneficiary. A "primary Beneficiary" is an individual who is a named Beneficiary
or who has an unconditional right to all or a portion of the Participant's Account upon the death of the Participant.


 


(c)          Annual
Withdrawals On or After Age 59-1/2. Subject to rules
established by the Employee Benefits Committee, on or after a Participant has attained
age 59-1/2 while in Employment, the Participant may elect to receive partial
distributions or a lump sum distribution of all or a portion the Participant's vested
Account, except that withdrawals under this subsection (c) may not be made from a
Participant's Age & Service Point Contribution Account and any other
Account excluded under a Supplement. Withdrawals under this Section 7.1(c) shall
not be made more frequently than once in any Plan Year.


 


(d)          Distributions
for Participants on Active Military Duty. Additional withdrawal options are available for Participants on active military duty
pursuant to the USERRA Policy.


 




    	 	7-2	 



     


    

 


7.2           Loans
to Participants.
  Loans shall be made under this Section 7.2
and a Participant loan program established by the Employee
Benefits Committee. The Participant loan program shall be contained in a separate
written document which incorporates certain terms by reference and those terms are made a part of the Plan. Furthermore,
a Participant loan program may be modified or amended in writing without the necessity of amending this
Section.


 


(a)          Eligible
Participants. Loans shall be made available to all Participants (active and former
Employees) on a reasonably equivalent basis.


 


(b)          Nondiscriminatory
Policy. Loans shall not be made available to Highly Compensated Employees in an amount
greater than the amount made available to other Employees.


 


(c)          Interest
and Security. Loans must be adequately secured and bear a reasonable rate of interest.


 


(d)          Loan
Amount. No Participant loan shall exceed the value of the vested portion of the
Participant's Account.


 


(e)          Loan
Default. If default occurs, foreclosure on the note and attachment of security will not occur until a distributable event occurs
under the Plan.


 


The Plan's loan policy
should include, at a minimum: (i) the identity of the person or positions authorized to administer the Participant loan program;
(ii) the procedure for applying for loans; (iii) the basis on which loans will be approved or denied; (iv) any limitations
on the types of loans offered; (v) the procedure under the program for determining a reasonable rate of interest; (vi) the
collateral that may secure a Participant loan; and (vii) the events constituting default and the steps taken to preserve Plan
assets if default occurs.


 


Any outstanding loan
balance in a Prior Plan merged into this Plan shall be established under the terms applicable to such loan under the Prior Plan.


 


7.3           Death.
  Upon the death of a Participant while in Employment, the
Participant's vested Account shall be distributed to the
Participant's Beneficiary in any form of payment available under Section 7.4(c)
of the Plan. In the event a Participant dies after termination of Employment but prior
to full payment of the Participant's vested Account,
the vested but unpaid portion of the Participant's Account shall be payable to the
Participant's Beneficiary. Distributions after death of a Participant shall be in
accordance with the timing rules of Section 8.2.


 


7.4           Upon
Termination of Employment. Upon a Participant's termination
of Employment, as determined under Code Section 401(k)(2)(B), caused for any reason
other than the Participant's death, or a deemed termination of Employment
for a Disabled Participant, the Participant's vested
Account shall be distributed as follows:


 


(a)          Timing.
 A Participant may elect to receive a distribution of the
Participant's vested Account as soon as practicable after the
Participant files such election in a manner and under procedures established by the Employee
Benefits Committee. The Employee Benefits Committee shall direct the Trustee to distribute the vested
Account when administratively feasible following the Valuation Date on or immediately after the
Participant's election. If the Participant's vested
Account does not exceed $1,000, the Participant's Account shall be distributed as
a mandatory distribution under Section 7.6 below. 
A Participant's right to elect a distribution shall continue until a distribution is required under Article
8,


 






    	 	7-3	 



     


    

 


unless the Participant is reemployed by
the Company, an Affiliated Company, or a Non-Affiliated Participating Company.


 


(b)          Consent
to Distribution.  A Participant must consent
to any distribution of the Participant's vested Account
made prior to age 62, unless the Account is
subject to mandatory distribution under Section 7.6 below.
The Employee Benefits Committee shall provide the Participant with notice of the
material features of the available forms of distribution and the
Participant's right to affirmatively elect to receive or defer a distribution, including the consequences of failing to
defer distribution, no less than 30 days and no more than 180 days before the
date the Account becomes payable. The Participant's
consent to a distribution shall be effective only if made within this notice period. If a Participant
affirmatively elects to receive a distribution, the Employee Benefits Committee does not
have to delay the distribution until 30 days after the notice has been provided. The Participant's
consent shall not be required if the distribution is necessary to satisfy a provision of the Code, including
Code Sections 401(a)(9) or 415. 


 


(c)          Form
of Payment. Distributions due under the Plan shall be made by the Employee Benefits Committee in one of the following forms:  (i) a
single lump sum; (ii) up to four partial withdrawals per Plan Year under such rules as established by the Employee Benefits
Committee, or (iii) if the value of the Participant's vested Account is at least $5,000, installment payments over a period
not extending beyond the life expectancy of the Participant, as permitted by the IRS. A Participant who elects installment payments
shall be entitled to elect additional partial distributions of the Participant's vested Account up to four times per year, accelerate
installment payments, change the amount of installment payments, or stop installment payments at any time. A Participant may elect
to receive certificates for full shares of WEC Stock held in the WEC Stock Fund in any of the above noted forms of distribution
in lieu of cash. If a Participant elects a partial distribution comprising all or some of the Participant's After-Tax Contribution
Account, distribution shall be deemed made in this order:


 


(i)          First,
an amount equal to all of the Participant's After-Tax Contributions made prior to January 1, 1987, to the extent not previously
withdrawn, or the balance of the Participant's After-Tax Contribution Account, if less.


 


(ii)         Second,
an amount equal to all of the Participant's After-Tax Contributions made on or after January 1, 1987 and prior to the date of withdrawal,
to the extent not previously withdrawn, or the balance in the Participant's After-Tax Contribution Account, if less, and the amount
of any net gain attributable to the Participant's After-Tax Contributions to the date of withdrawal, to the extent not previously
withdrawn.


 


If a Participant's
Account is being distributed in installments from a Prior Plan as of the Effective Date, such installment payments shall continue
under the same payment schedule and from the same contribution sources as in effect as of the Effective Date, unless the Participant
elects otherwise subsequent to the Effective Date.


 


7.5           Direct
Rollover of Eligible Rollover Distributions.  
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 Employee Benefits Committee, that any portion of an
eligible rollover distribution be paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
The portion of any payment made in a direct rollover must equal at least $500. The Employee Benefits
Committee shall provide the distributee notice of the right to elect payment in a direct rollover. Such notice shall be
provided at least 30 days, and no more than 180 days, before the date of distribution.
Distribution to a distributee may not be made prior to 30 days from the date the Employee
Benefits Committee provides the notice, unless the distributee makes an affirmative election as to the


 






    	 	7-4	 



     


    

 


form of payment.
Failure to elect a direct rollover within 30 days from the date the notice is provided shall be deemed an election not to
make a direct rollover. The following definitions apply to this Section 7.5:


 


(a)          Eligible
rollover distribution: 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 10 years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); and any
distribution made upon the hardship of a Participant. For this subsection, a portion of
a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of After-Tax Contributions.
However, any portion of a distribution that consists of After-Tax Contributions may be transferred only to an individual retirement
account or annuity described in Code Section 408(a) or
(b), a Roth individual retirement account, or annuity
described in Code Section 408A or to a qualified plan or annuity contract described
in Code Section 401(a) or 403(b) that agrees to separately account for amounts
so transferred, including separately accounting for the portion of such distribution which
is includable in gross income and the portion of such distribution which is not so includable.


 


(b)          Eligible
retirement plan: An eligible retirement plan is an individual retirement account described
in Code Section 408(a) (including a Roth individual retirement account described
in 408A), an individual retirement annuity described in Code Section 408(b), an annuity
plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a),
an annuity contract described in Code Section 403(b), and an eligible deferred compensation
plan described in Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which agrees to separately account
for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the
case of a distribution to a surviving Spouse, or to a Spouse
or former Spouse who is the alternate payee under a qualified domestic relation order,
as defined in Code Section 414(p). Notwithstanding the foregoing, a direct rollover of a distribution from
a Roth Account or Roth Rollover Subaccount of a Participant's Rollover Account shall
only be made to another Roth elective deferral account under an applicable retirement
plan described in Code Section 408A, and only to the extent the rollover is permitted under Code Section 402(c).


 


(c)          Distributee:
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 Code Section 414(p), are distributees regarding the interest of the Spouse or
former Spouse. A distributee also includes a designated
Beneficiary as defined in Code Section 401(a)(9)(E) who is not a surviving Spouse or
former Spouse of the Participant, however, such
Beneficiary may elect a direct rollover of an eligible rollover distribution only to an individual retirement
account described in Code Section 408(a) or an individual retirement annuity described
in Code Section 408(b) (other than an endowment contract) under Code Section 402(c)(11)
and the regulations thereunder.


 


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


 


7.6           Mandatory
Distributions. The Employee Benefits Committee shall
direct the Trustee to make a mandatory distribution of the vested
Account of a Participant, Beneficiary, or alternate payee under
Section 13.4, valued at $1,000 or less at the time of distribution. Participant consent
to a mandatory distribution shall not be required. A mandatory distribution shall be made no earlier than 30 days from


 






    	 	7-5	 



     


    

 


the
date the Employee Benefits Committee provides notice of the right to elect payment in a
direct rollover under Section 7.5 of the Plan, and no later than an administratively
feasible date following the end of the Plan Year in which the
Participant's Employment terminates. If a Participant's vested
Account is valued at zero, the Participant shall be deemed to have received a distribution
of the vested Account as of the Participant's termination
of Employment. Mandatory distributions shall be made in a single lump sum payment.  A Participant's
Account balance shall include any amounts attributable to a Participant's Rollover Account
to determine if the Account exceeds $1,000.


 


7.7           Right
to Delay Payment under Code Section 401(a)(14). If
a Participant's vested Account exceeds the $1,000 mandatory distribution limit of
Section 7.6 above, the Participant may elect to postpone distribution until
the 60th day after the close of the Plan Year in which occurs the latest of:


 


(a)          The
date on which the Participant attains age 62;


 


(b)          The
date on which the Participant terminates Employment; or


 


(c)          The
10th anniversary of the year in which the Participant commenced participation
in the Plan.


 


Notwithstanding the
foregoing, the Participant may elect to further defer distribution of the Participant's vested Account to the Participant's required
beginning date as defined in Article 8. Except for $1,000 mandatory distributions under Section 7.6 above, if a Participant
does not elect an immediate distribution, the Participant shall be deemed to have an elected to postpone distribution. The Participant's
right to elect a distribution shall continue until distribution is required; unless the Participant is reemployed as an Employee.


 


7.8           In-Plan
Roth Conversion Rollover.
  A Participant may request upon application in such form and manner
as the Employee Benefits Committee may prescribe to convert into Roth Contributions all
or part of the Participant's Pretax Contribution Account, Pretax Catch-Up Contribution Account,
Rollover Contribution Account, vested Matching Contribution Account, and After-Tax Contribution Account, provided, however,
that a Participant may only make such a request once in any
Plan Year. In-Plan conversions are available to any Participant, including
both active and former Employees with an Account balance,
a Beneficiary who is a surviving Spouse, or an alternate payee who is a former
Spouse under a QDRO as described in Section 13.4.


 


The amount so elected
shall be withdrawn from the Participant's applicable Accounts and then directly rolled over into the Participant's Roth Contribution
Account or Roth Rollover Contribution Subaccount of the Participant's Rollover Contribution Account, as appropriate. Any amounts
transferred from the Participant's Pretax Contribution Account prior to attaining age 59-1/2 shall remain subject to the distribution
restrictions under the Plan that applied before the Roth conversion rollover. A Participant may not elect a Roth conversion rollover
of an outstanding loan balance. The Employee Benefits Committee shall comply with any recordkeeping requirements mandated by Code
Section 402A and Internal Revenue Service Notices 2010-84 and 2013-74, as amended and interpreted by applicable regulations
and other guidance.


 


7.9           Transfer
of Assets To and From the Plan.   The Plan may
accept a transfer of assets from, and make a transfer of assets to, another qualified retirement plan
maintained by the Company or an Affiliated Company (an "Affiliated Plan")
on behalf of an Eligible Employee. If a transfer of assets is accepted to this Plan on
behalf of an Employee prior to the Employee becoming a Participant, the Employee shall
be treated as a Participant for all purposes only with respect to such transferred amount.
The Employee Benefits Committee may refuse to accept a transfer of assets from an Affiliated
Plan, or refuse to make a


 






    	 	7-6	 



     


    

 


transfer of assets to an Affiliated Plan, if the Committee
reasonably believes the transfer is not being made from a qualified plan, could jeopardize the tax-exempt status of the Plan,
or could create adverse tax consequences for the Plan or the Company.


 


(a)          Protected
Benefits on Transfers To or From An Affiliated Plan. Except in the case of
a Qualified Transfer (as defined in subsection (c) below), a transfer of assets
to or from an Affiliated Plan is initiated at the Plan level and does not require
Participant or Spouse consent. If the Employee Benefits Committee directs the Trustee to
accept a transfer of assets to this Plan that is not a Qualified Transfer, the Participant on
whose behalf the transfer is made retains all protected benefits (as defined in Code Section 411(d)(6)) that applied to such
transferred assets under the Affiliated Plan. The Plan shall not accept a transfer of assets
that requires the Plan to protect qualified joint and survivor annuity benefits under Code Section 401(a)(11).


 


(b)          Transfers
from a 401(k) Plan. If the Plan accepts a transfer from an Affiliated Plan (including
a Qualified Transfer) that includes a cash-or deferred arrangement under Code Section 401(k) and the transfer includes Participant
Contributions, qualified non-elective contributions, qualified matching contributions or
contributions to satisfy the safe harbor requirements of Code Sections 401(k) or 401(m),
such amounts must retain their character under this Plan and such amounts (including any allocable gains or losses) must remain
subject to the distribution restrictions applicable to such amounts under the Code. If the Plan accepts a transfer of Roth Contributions,
the Plan must continue to apply the Roth Contribution rules to such transferred Roth Contributions. The transferred assets shall
be allocated to the appropriate Participant's Account and the appropriate subaccount necessary
to separately track the sources of the transferred assets.


 


(c)          Qualified
Transfer. The Plan does not have to provide for any protected benefits (defined in Code
Section 411(d)(6)) related to plan assets that are received or transferred in a Qualified Transfer from an
Affiliated Plan. A Qualified Transfer is a plan-to-plan transfer of a Participant's
benefits in connection with a Participant's change in employment status that causes the
Participant to become ineligible for additional allocations under the transferring
plan if such transfer satisfies the following requirements:


 


(i)          The
Participant need not be eligible for an immediate distribution of benefits under
the transferring plan;


 


(ii)         The
Participant on whose behalf benefits are being transferred must make a voluntary, fully informed election to transfer benefits
to this Plan, or the other plan, if applicable; and


 


(iii)        The
Participant must be fully vested in the Participant's entire account to be transferred
and the Participant's account may not be invested in the
WEC Stock Fund at the time the Participant makes the transfer election (i.e., the
Participant's account may not be in the ESOP portion of the other plan).


 




    	 	7-7	 



     


    

 


Article
8


 


MINIMUM REQUIRED
DISTRIBUTIONS


 


8.1           General
Rules.   The requirements of this Article 8
will control over any inconsistent provisions of the Plan. All distributions required under this Article will be determined
and made under Treasury Regulations for Code Section 401(a)(9). 


 


8.2           Time
and Manner of Distribution.


 


(a)          Required
Beginning Date.  A Participant's vested Account shall
be distributed, or begin to be distributed, to the Participant no later than the
Participant's required beginning date.


 


(b)          Death
of Participant Before Distributions Begin. If
a Participant dies before distributions begin, the Participant's entire vested
Account will be distributed, or begin to be distributed, no later than:


 


(i)          If
the Participant's surviving Spouse is the
Participant's sole designated Beneficiary, then distribution to the surviving
Spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the Participant would
have attained age 70-1/2, if later.


 


(ii)         If
the Participant's surviving Spouse is not the
Participant's sole designated Beneficiary, then distribution to the designated
Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the
Participant died.


 


(iii)        If
there is no designated Beneficiary as of September 30 of the year following the year
of the Participant's death, the Participant's vested
Account shall be distributed by December 31 of the calendar year containing the fifth anniversary of the
Participant's death.


 


(iv)        If
the Participant dies before distributions begin and there is a designated
Beneficiary, distribution to the designated Beneficiary does not have to begin by
the date specified in Sections 8.2(b)(i) and (ii),
but the Participant's entire interest will be distributed to the designated
Beneficiary by the December 31 of the calendar year containing the fifth anniversary of the
Participant's death.


 


(v)         If
the Participant's surviving Spouse is the
Participant's sole designated Beneficiary and the surviving
Spouse dies after the Participant but before distributions to the surviving
Spouse begin, this Section 8.2(b), other than
Section 8.2(b)(i) will apply as if the surviving Spouse were the
Participant. For this Section 8.2(b) and Section 8.4
of the Plan, unless Section 8.2(b)(v) applies,
distributions are considered to begin on the Participant's required beginning date. If
Section 8.2(b)(v) applies, distributions are considered to begin on the date distributions are required to begin to
the surviving Spouse under Section 8.2(b)(i).


 


(c)          Forms
of Distribution. Unless the Participant's interest
is distributed in a single lump sum by the required beginning date, as of the first distribution
calendar year, distributions will be made under Sections 8.3 and 8.4 of this
Article.


 




    	 	8-1	 



     


    

 


8.3           Required
Minimum Distributions During Participant's Lifetime.


 


(a)          Amount
of Required Minimum Distribution For Each Distribution Calendar Year.
During the Participant's lifetime, the minimum amount distributed
for each distribution calendar year will be the lesser of:


 


(i)          The
quotient obtained by dividing the Participant's Account balance by the distribution period in the
Uniform Lifetime Table in Section 1.401(a)(9)-9 of the Treasury Regulations, using the
Participant's age as of the Participant's birthday in the distribution calendar year;
or


 


(ii)         If
the Participant's sole designated Beneficiary for the
distribution calendar year is the Participant's Spouse, the quotient obtained by dividing the Participant's
Account balance by the number in the Joint and Last
Survivor Table in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant's
and Spouse's attained ages as of the Participant's
and Spouse's birthdays in the distribution calendar year.


 


(b)          Lifetime
Required Minimum Distributions Continue Through Year of Participant's Death. Required
minimum distributions shall be determined under this Section 8.3 beginning with the
first distribution calendar year and up to and including the distribution calendar year that includes the
Participant's date of death.


 


8.4           Required
Minimum Distributions After Participant's Death.


 


(a)          Death
On or After Date Distributions Begin.


 


(i)          Participant
Survived by Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is a designated Beneficiary, the minimum amount distributed
for each distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's Account balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant's designated
Beneficiary, determined as follows:


 


(A)         The
Participant's remaining life expectancy is calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.


 


(B)         If
the Participant's surviving Spouse is the
Participant's sole designated Beneficiary, the remaining life expectancy of the surviving
Spouse is calculated for each distribution calendar year after the year of the
Participant's death using the surviving Spouse's age as of the
Spouse's birthday in that year. For distribution calendar years after the year of
the surviving Spouse's death, the remaining life expectancy of the surviving
Spouse as of the Spouse's birthday in the calendar year of the
Spouse's death, reduced by one for each subsequent calendar year.


 


(C)         If
the Participant's surviving Spouse is not the
Participant's sole designated Beneficiary, the designated
Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in
the year following the year of the Participant's death, reduced by one
for each subsequent year.


 


(ii)         No
Designated Beneficiary. If the Participant dies on or after the date distributions begin
and there is no designated Beneficiary as of September 30 of the year after the year
of the Participant's death, the minimum amount distributed
for each distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's Account balance by the


 






    	 	8-2	 



     


    

 


Participant's
remaining life expectancy calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.


 


(b)          Death
Before Date Distributions Begin.


 


(i)          Participant
Survived by Designated Beneficiary. If the Participant dies before the
date distributions begin, there is a designated Beneficiary, and
Section 8.2(b)(iv) (regarding the five-year rule) does not apply, the minimum amount distributed
for each distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's Account balance by the remaining life expectancy of the
Participant's designated Beneficiary, determined as provided in
Section 8.4(a) of the Plan.


 


(ii)         No
Designated Beneficiary. If the Participant dies before the date distributions begin
and there is no designated Beneficiary as of September 30 of the year following the
year of the Participant's death, distribution of the Participant's
entire vested Account shall be completed by December 31 of the calendar year containing
the fifth anniversary of the Participant's death.


 


(iii)        Death
of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.
If the Participant dies before the date distributions begin, the
Participant's surviving Spouse is the Participant's
sole designated Beneficiary, and the surviving Spouse dies
before distributions are required to begin to the surviving Spouse under
Section 8.2(b)(i) of the Plan, this Section 8.4(b)
will apply as if the surviving Spouse were the Participant.


 


8.5           Definitions.


 


(a)          Designated
Beneficiary. The individual designated as the Beneficiary is the designated
beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4,
of the Treasury Regulations.


 


(b)          Distribution
calendar year. A calendar year for which a minimum distribution is required.
For distributions beginning before the Participant's death, the
first distribution calendar year is the calendar year immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions beginning after the
Participant's death, the first distribution calendar year is the calendar year in
which distributions are required to begin under Section 8.2(b) of the Plan. The required
minimum distribution for the Participant's first distribution
calendar year shall be made on or before the Participant's required beginning date.
The required minimum distribution for other distribution calendar years, including the required
minimum distribution for the distribution calendar year in which the
Participant's required beginning date occurs, shall be made on or before December 31 of that distribution calendar
year.


 


(c)          Life
expectancy. Life expectancy as computed under the Single Life Table in Section 1.401(a)(9)-9
of the Treasury Regulations.


 


(d)          Participant's
Account balance. The Account balance as of the last Valuation Date in
the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by any contributions
made and allocated or forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation
calendar year after the Valuation Date. The Account balance
for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar
year or in the distribution calendar year if distributed or transferred in the valuation calendar year.


 




    	 	8-3	 



     


    

 


(e)          Required
beginning date. The required beginning date of a Participant is the later of the April 1
of the calendar year following the calendar year in which the Participant attains
age 70-1/2 or terminates Employment, except that benefit distributions to a 5-percent owner within the meaning of Code
Section 416 must commence by the April 1 of the calendar year following the calendar year in which the
Participant attains age 70-1/2.


 




    	 	8-4	 



     


    

 


Article
9


 


TRUST AGREEMENT AND
TRUST FUND


 


9.1           Trust
Agreement.   All contributions to the Plan and all of its assets shall be held
in the Trust Fund under the terms of the Trust Agreement, to provide the benefits and to pay the expenses of the administration
of the Plan. No Participant, or Beneficiary, shall
have any interest in or right to the Trust Fund or to any part of the corpus or income thereof, except as and to the extent provided
in the Plan. Except as provided in Section 11.4 of the Plan at no time shall any part
of the corpus or income be used for or diverted to purposes other than
for the exclusive benefit of Participants and Beneficiaries.


 


9.2           Investment
of Trust Fund.   Contributions made under the Plan shall be deposited in the Trust
Fund for investment under a funding policy consistent with the objectives of the Plan and
the requirements of ERISA. The Trust Fund may consist of one or more Investment Funds. Investment
Funds are not separate trust funds, but are funds reflecting various types of investments that the Trustee may from time
to time establish upon direction of the Investment Trust Policy Committee. Except as provided
in the Trust Agreement, the Investment Trust Policy Committee shall have complete discretion
in the selection of Investment Funds (except for the WEC Stock Fund, which may be offered
under the ESOP component of the Plan) and may agree to such terms and conditions regarding the Investment Funds as it deems advisable.
Each Participant's share in the Trust Fund shall consist of an undivided interest in the
respective assets allocated to one or more of such Investment Funds. Except as otherwise provided, each
Participant's interest in each such Investment Fund as of any Valuation Date shall be that proportion of such Investment
Fund that the value of the Participant's Account in such Investment Fund as of such date
bears to the value of the total Accounts of all Participants
in such Investment Fund as of the Valuation Date that such interest is being determined.


 


9.3           Funding
Policy.   The funding policy for the Plan
requires the Trustee to invest the Trust Fund for the exclusive benefit of
Participants and their Beneficiaries in a manner consistent with ERISA, as amended
from time to time. As part of such funding policy, the Company shall from time to time direct the Trustee, or an investment manager
as permitted by the Trust, to exercise its investment discretion to provide sufficient cash assets in an amount determined under
the funding policy in effect to be necessary to meet the liquidity requirements for administration
of the Plan. 


 


9.4           Participant
Direction of Investments.   Participants shall
direct the investment of their Accounts in accordance with the following:


 


(a)          Investment
of Funds. The Company, under uniform and nondiscriminatory procedures, may authorize
Participants to direct the investment of their Account in Investment Funds.
Participants' directions shall be made in a manner approved by the Employee Benefits Committee
and shall bind the Trustee unless and until the Company amends or revokes the authorization
for investment direction by Participants. If the Trustee acts at the direction of
a Participant, the Company., the Board, the Participating Companies and
Non-Affiliated Participating Companies and their boards of directors, officers and employees, the members of
the Employee Benefits Committee and the Investment Trust Policy Committee, and the Trustee shall not be liable or responsible
for any loss resulting to the Trust Fund or to any Account or for any breach of fiduciary
responsibility by reason of any action taken under the direction of the Participant.


 


(b)          Investment
Elections.


 


(i)          Participants
may invest their Account among the available Investment Funds in whole percentages
of at least one percent.  A Participant's election will remain in effect until amended or


 






    	 	9-1	 



     


    

 


discontinued. If a Participant fails to direct the investment of all or any portion of the
Participant's Account, such amount shall be invested in the Investment Fund designated by
the Employee Benefits Committee, which is intended to satisfy the requirements for a
qualified default investment alternative under ERISA Section 404(c).


 


(ii)         A
Participant may change the investment election as to future contributions and earnings under rules
prescribed by the Employee Benefits Committee.  A Participant may change the investment
election as to the Participant's existing Account under
rules prescribed by the Employee Benefits Committee.


 


9.5           Prohibition
on Investment of Trust Fund.   Notwithstanding anything
to the contrary contained herein, no Participant Contributions, Catch-Up Contributions, After-Tax Contributions, Rollover Contributions,
Matching Contributions, or Age & Service Point Contributions shall be invested in life
insurance policies on a Participant's life, unless the purchase of such life insurance
is incidental under the requirements of any applicable statute, rule, regulation or revenue ruling.


 




    	 	9-2	 



     


    

 


Article
10


 


FIDUCIARY RESPONSIBILITIES


 


10.1         Basic
Responsibilities.   Under Title I, Section 404 of ERISA, any fiduciary
of the Plan, whether specifically designated or not, must discharge its duties under the applicable standards under ERISA.


 


10.2         Indemnification
of Fiduciaries.   The
Company, the Participating Companies, and any Non-Affiliated
Participating Companies shall indemnify and hold harmless out of such companies' assets, not the Trust Fund, members of
the Investment Trust Policy Committee and Employee Benefits Committee, members of the Board and members of the Board of
Directors of any Participating Company or a Non-Affiliated Participating Company, and any
other Employee deemed to be a "fiduciary" under either statutory or common law from and against any damages, judgments,
settlements, costs, charges or expenses incurred in connection with the defense of any action, suit or proceeding to which they
may be a party or with which they may be threatened or in connection with any appeal therefrom by virtue of any wrongful act or
omission in their respective capacities for the Plan, except as and to the extent any such
liability may be based on the individual's own gross negligence or willful misconduct; provided, however, that notwithstanding
anything to the contrary herein, the foregoing indemnification shall extend and be effective only to the extent that the same
shall be valid and enforceable under all applicable laws. Indemnification shall not be deemed
for exclusive remedy of any person entitled to indemnification under this Section 10.2.
The indemnification provisions hereunder shall continue as to a person who has ceased acting in a fiduciary capacity, and
such person's rights shall inure to the benefit of that person's heirs and representatives. This indemnification shall not duplicate
but may supplement any applicable insurance.


 




    	 	10-1	 



     


    

 


Article
11


 


ADMINISTRATION OF
THE PLAN


 


11.1         Employee
Benefits Committee.   The Plan shall
be administered by the Employee Benefits Committee, unless otherwise provide in the Plan.



 


11.2         Powers
and Duties.   The Employee Benefits Committee shall administer
the Plan under the terms of its charter and shall discharge its duties with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims. The Employee Benefits Committee shall have full and complete
authority and control regarding Plan operations and administration unless the Employee Benefits Committee allocates and delegates
such authority or control. Any decisions of the Employee Benefits Committee or its delegate shall be final and binding upon all
persons dealing with the Plan or claiming any benefit under the Plan, except to the extent that such decision may be determined
to be arbitrary or capricious by a court having jurisdiction over such matters. Benefits under this Plan shall be paid only if
the Employee Benefits Committee decides in its discretion that the Participant is entitled to benefits. The Employee Benefits
Committee shall have all powers that are necessary to manage and control Plan operations and administration. Unless contrary to
the charter of the Employee Benefits Committee, the Employee Benefits Committee's powers shall include, but not be limited to,
the following:


 


(a)          Determining
all questions relating to the eligibility of Employees
to participate or remain an Eligible Employee;


 


(b)          Making
and enforcing such rules and regulations as it shall
deem necessary or proper for the efficient administration of the Plan;


 


(c)          Interpreting
the Plan and deciding any and all matters arising under the Plan including the right to remedy possible ambiguities, inconsistencies
or omissions; provided, however, that all such interpretations and decisions shall be applied in a uniform manner to all Employees
similarly situated;


 


(d)          Computing
or causing to be computed the benefit that shall be payable to any Participant or Beneficiary under
the provisions of the Plan;


 


(e)          Authorizing
disbursements from the Trust Fund; provided, however, that any instructions of the Employee Benefits
Committee to the Trustee shall be evidenced in writing;


 


(f)          Maintaining
or causing to be maintained all necessary records for the administration of the Plan;


 


(g)          Preparing
and filing, or causing to be prepared and filed, all information and reports to the Internal Revenue Service and the Department
of Labor, and to supply such information and notices to Participants, Beneficiaries and
others as may be required by applicable federal and state law;


 


(h)          Assisting
or causing someone else to assist any Eligible Employee regarding rights, benefits, or elections
available under the Plan;


 


(i)          Employing
such accountants, counsel or other persons as it deems necessary or desirable in connection with Plan administration;


 




    	 	11-1	 



     


    

 


(j)          Designating
in writing persons other than the Employee Benefits Committee to perform any of its powers
including but not limited to, Plan fiduciary responsibilities;


 


(k)          Allocating
in writing any of its powers and duties, including but not limited to fiduciary responsibilities to those persons who have been
designated to perform Plan fiduciary responsibilities; and


 


(l)          Reviewing
the activities of any person designated to carry out the powers or duties of the Employee Benefits
Committee regarding overall administration of the Plan.


 


11.3         Records
and Notices.   The Employee Benefits Committee shall keep
a record of all its proceedings and acts and shall maintain all such books of accounts, records and other data as may be necessary
for proper Plan administration. The Employee Benefits
Committee shall notify the Trustee of any action taken by the Employee Benefits Committee
that affects the Trustee's Plan obligations or rights and, when required, shall
notify any other interested parties.


 


11.4         Expenses.
  The reasonable expenses incident to the operation of the Plan, including the compensation of personnel employed by
the Employee Benefits Committee under Section 11.2, Powers and Duties, may be paid from the Trust Fund, but the Company may
elect at any time to pay part or all of the expenses directly and shall also retain the right to seek reimbursement from the Trust
Fund for expenses paid directly by the Company but that are properly payable from the Trust Fund. In the absence of such election,
or to the extent that expenses exceed those which the Company has elected to pay and not seek reimbursement, the Trust Fund shall
pay all expenses of the operation of the Plan. Any such election shall not bind the Company as to its right to elect, with respect
to the same or other expenses at any other time, to have such compensation paid directly from the Trust Fund or to seek reimbursement
from the Trust Fund for expenses paid directly by the Company but that are properly payable from the Trust Fund. 


 


The Company may elect
to use the Plan's revenue sharing account to pay reasonable Plan administrative expenses. If the Company does not apply the entire
balance of that account to pay such expenses, any remaining balance will be allocated on a pro rata basis to the Account of
any Participant (exclusive of any outstanding loan) with a balance greater than zero as of the allocation date. Allocations from
the revenue sharing account shall be made following the allocation of income to Participants' Accounts and no later than as of
the last day of the Plan Year during which the amounts are credited to the revenue sharing account or in appropriate situations
no later than the immediately succeeding Plan Year.


 


11.5         Limitation
on Liability.   No member of the Investment Trust
Policy Committee or the Employee Benefits Committee shall be liable for any act
of omission or commission except as expressly provided by ERISA.


 


11.6         Claims
Procedures. The Employee Benefits Committee shall establish
and maintain reasonable procedures governing the filing of benefit claims, notification of benefit determinations and appeal of
adverse benefit determinations, which procedures shall be incorporated by reference. The Plan's claims procedures shall contain
administrative processes and safeguards designed to ensure and to verify that, where appropriate, the Plan provisions have been
applied consistently regarding similarly situated claimants. 


 


11.7         Application
for Benefits.
  A person entitled to benefits from the Plan must apply
for benefits with the Employee Benefits Committee in a manner approved by the Employee
Benefits Committee. The Employee Benefits Committee shall process a claim for benefits
under the Plan's claims procedures.


 




    	 	11-2	 



     


    

 


11.8         Reliance
on Report and Certificates.   The Investment Trust Policy Committee
and the Employee Benefits Committee shall be entitled
to rely conclusively upon all valuations, certificates, opinions and reports which may be furnished by an accountant, counsel
or other person employed or engaged for such purposes.


 








    	 	11-3	 



     


    



 


Article
12


 


AMENDMENT OR TERMINATION


 


12.1         Amendment
or Restatement.   The Company reserves the right, by action of its Board, to amend
or restate the Plan including any amendment deemed necessary to qualify or to ensure the continued qualification of the Plan under
applicable federal and state laws. No amendment shall increase the duties or responsibilities of the Trustee without its consent
in writing. No amendment shall have the effect of diverting the whole or any part of the principal or income of the Trust Fund
to purposes other than the exclusive benefit of Participants or their
Beneficiaries or the payment of administrative expenses. A modification, alteration or amendment of the Plan may affect
present and future Employees, Participants or Beneficiaries, but may not reduce the
Accounts of any Participant or Beneficiary and must comply with all requirements
of Code Section 411(d)(6) and Treasury Regulation Section 1.411(d)-3. The
Chief Executive Officer of the Company also has the authority to amend the Plan, provided that such amendment does not
materially affect the cost of the Plan, does not materially change the benefits of an elected officer, nor result in any increase
in the benefits of such Chief Executive Officer. The Chief Executive Officer is also authorized to amend the Plan to reflect or
to approve mergers into and replacements of the Plan under prior resolutions adopted by the Board.


 


12.2         Termination
and Discontinuance of Contributions.   The Company reserves the right to terminate
the Plan at any time for any or all Participants.
Any Participating Company shall be permitted to discontinue or revoke its participation
in the Plan. Upon discontinuance of Plan contributions or full or partial termination of the Plan, the
Account of each affected Participant shall become fully vested and nonforfeitable.
The Company shall provide the Trustee with written notification of the full or partial termination of the Plan. In the event of
full or partial termination; a Participating Company's liability to pay Plan benefits shall be strictly limited to assets of the
Trust Fund. 


 


12.3         Acquisition
of the Company.   The Plan shall
not be automatically terminated by the acquisition of the Company by another company, but the Plan shall be continued after such
merger provided the successor company agrees to continue the Plan. All rights to amend, modify, suspend, or terminate the Plan
shall be transferred to the successor company, effective as of the date of the merger. 


 


12.4         Merger
or Consolidation.   The merger or consolidation of the Plan with any other qualified
defined contribution plan shall be permitted only if the benefit each Participant or Beneficiary
would receive if the Plan were terminated immediately after such merger or consolidation, or transfer of assets and liabilities,
would be at least as great as the benefit the Participant or Beneficiary would have received
had the Plan been terminated immediately before any such transaction. This provision shall not require immediate vesting of
Participant Accounts upon a merger or consolidation.


 


12.5         Participation
in the Plan.   An Affiliated Company designated by the
Chief Executive Officer of the Company, may become a Participating Company under the Plan by adopting the Plan
for the benefit of its Eligible Employees, effective as of the date specified by
the Chief Executive Officer of the Company. A Supplement to the Plan may contain such specific
changes or variations in the Plan applicable to such adopting Participating Company and its Employees as may be acceptable to
the Company and the Trustee. However, the sole, exclusive right to make any amendment of whatever kind to the Plan is reserved
by the Company. By adoption of the Plan, a Participating Company shall be deemed to appoint, as its exclusive agents, the Company,
the Employee Benefits Committee, and the Investment Trust Policy Committee to exercise
on the Participating Company's behalf all of the power and authority conferred by the Plan on the Participating Company. The authority
of these agents shall continue until this Plan is terminated as to the Participating Company and
the relevant Trust Fund assets have been distributed by the Trustee. It shall not be necessary
for such adopting Participating Company to sign or execute the original or restated
Plan document. 


 




    	 	12-1	 



     


    

 


Article
13


 


GENERAL
PROVISIONS


 


13.1         No
Guarantee of Employment.   The Plan shall
not be deemed to constitute a contract between any Participating Company or a Non-Affiliated Participating
Company and any Employee or to be consideration or inducement for the Employment
of any Employees. Nothing in the Plan shall be deemed to give any Employee the right to be retained in the service of
any Participating Company or a Non-Affiliated Participating Company or to interfere with the rights of
such Participating Company or a Non-Affiliated Participating Company to terminate the Employee at any time.


 


13.2         Payments
to Minors and Incompetents.   If the Employee
Benefits Committee determines that any person to whom a payment is due cannot care for
his or her affairs because of physical or mental disability or because a minor, the Employee
Benefits Committee shall have the authority to cause the payments to be made to such person's guardian or legal representative
without responsibility of the Participating Companies or Non-Affiliated Participating Companies
or the Trustee to see to the application of such payments. Payments made under such power shall, to the extent thereof,
operate as a complete discharge of the obligations of the Participating Companies or Non-Affiliated
Participating Companies, the Trustee and the Trust Fund.


 


13.3         Non-Alienation
of Benefits.   No benefit payable under the Plan shall be subject in any manner
to anticipation, assignment, garnishment or pledge; and any attempt to anticipate, assign, garnish or pledge the same shall be
void; and no such benefits will be in any manner liable for or subject to the debts, liabilities,
engagements or torts of any Participant or Beneficiary, except to the extent provided by
law, including:


 


(a)          Any
indebtedness owing to the Trust Fund;


 


(b)          Payment
required by a qualified domestic relations order, as defined in Code Section 414(p) and ERISA
Section 206(d); or


 


(c)          A
judgement, order, decree or settlement agreement entered into on or after August 5, 1997 that results from a criminal act
against the Plan or breach of fiduciary duty to the Plan and meets the requirements of Code Section 401(a)(13)(C).


 


13.4         Qualified
Domestic Relations Orders.   Upon receipt of a domestic relations order issued
by a court or administrative agency of competent jurisdiction relating to a Participant's Account
in the Plan, the Employee Benefits Committee shall determine whether such domestic
relations order constitutes a qualified domestic relations order, as defined in Code Section 414(p)
and Section 206(d) of ERISA (a "QDRO").
The Employee Benefits Committee shall establish reasonable procedures to determine the qualified status of a domestic relations
order and to administer distributions mandated by a QDRO. Such procedures may include,
on a uniform and nondiscriminatory basis, rules providing for distributing nonforfeitable
benefits to the alternate payee at an earlier time than benefits might otherwise be available to the
Participant. However, such procedures may not permit distribution be made to the alternate payee in a payment form otherwise
not available under the Plan. Distributions to the alternate payee may be made in any form
available to the Participant under the Plan.


 


13.5         Offset.
  If any payment is made from the Plan to any individual not entitled to such
payment, in whole or in part, the Participant may be required to repay the erroneous payment
plus applicable earnings to the Plan. To the extent the Participant does not repay the
erroneous payment, the Employee Benefits Committee shall have the right to direct the Trustee
to suspend, withhold payments of, or reduce future


 






    	 	13-1	 



     


    

 


payments due to, or on behalf of, such individual by the amount of any such
erroneous payment. This right of offset, however, shall not limit any rights to recover such overpayments in any other manner,
including, but not limited to, commencing a restitution action under ERISA.


 


13.6         Governing
Law.
  The Plan shall be construed and enforced according to the laws of the State
of Wisconsin, except to the extent such laws are preempted by applicable federal law.


 


13.7         Uniform
Administration.   Whenever in
the administration of the Plan, any action by a Participating Company or the Employee Benefits
Committee is required regarding the eligibility or classification of an Employee or to the determination or payment of
benefits, such action shall be uniformly applied to all persons similarly situated.


 


13.8         Source
of Payments.   Benefits under
this Plan shall be payable only out of the Trust Fund and no Participating Company or Non-Affiliated
Participating Company shall have any legal obligation, responsibility or liability to make any direct payment of benefits
due under the Plan. Neither the Employee Benefits Committee nor the Trustee nor
any Participating Company or Non-Affiliated Participating Company makes any guarantee to
Participants or Beneficiaries against the loss or depreciation in the value of the Trust Fund or guarantees the payment
of any benefits hereunder.


 


13.9         Word
Usage.   Wherever appropriate,
the masculine pronoun as used in the Plan shall include the feminine, and the singular shall include the plural and the plural
shall include the singular.


 


13.10       Location
of Participant or Beneficiary Unknown.   If
the Employee Benefits Committee is unable to pay benefits from the Plan to any
Participant or Beneficiary due to the Employee Benefits Committee's inability to
locate such Participant or Beneficiary, after diligent effort as required by law, the amount
to be distributed may be forfeited under Section 4.8
of the Plan. If the Participant or Beneficiary is located subsequent
to the allocation of the forfeiture, the forfeited amount shall be restored, first
from forfeitures, if any, then income and, last, as an additional
Participating Company contribution. If a Participant or Beneficiary cannot be located
upon termination of the Plan, any amount payable to such
Participant or Beneficiary shall be transferred at the earliest possible date to the state of the
Participant's or Beneficiary's last known address under the terms of that state's
abandoned property law or as otherwise permitted by law. Upon such transfer, the Participating
Companies, or Non-Affiliated Participating Companies, Employee Benefits Committee and Trustee shall have no further liability
for the amount so transferred.


 


If a Participant's
duly qualified guardian or legal representative makes claim for any amount owing to the Participant, the Trustee shall pay the
amount to which the Participant is entitled to such guardian or legal representative. If a distribution is to be made to a minor,
the Employee Benefits Committee may direct that such distribution be paid to the legal guardian, or if none, to a parent of such
minor or an adult with whom the Beneficiary maintains a residence, or to the custodian for such Beneficiary under the Uniform Gift
to Minors Act if permitted by the laws of the state in which the Beneficiary resides. Any payment made under this section in good
faith shall be a payment for the Account of the Participant and shall be a complete discharge from any liability of the Trust Fund
or the Trustee.


 


13.11       Plan
Provisions in Multiple Employer Plans.   The Plan shall
be treated as a multiple employer plan if there is a Non-Affiliated Participating Company.


 


(a)          All
Participating Companies and Non-Affiliated Participating Companies shall acknowledge
that this Plan is subject to the rules of Code Section 413(c) and Regulations, which are
incorporated by reference. 


 




    	 	13-2	 



     


    

 


(b)          A
Non-Affiliated Participating Company shall be treated as a separate Participating Company
for contributions.


 


(c)          For
eligibility requirements in Article 3 and
vesting in Article 4, in determining an Employee's
years of eligibility service, all Participating Companies and
Non-Affiliated Participating Companies constitute a single employer, so long as the Employee is in Employment with any
Affiliated Company or Non-Affiliated Participating Company. An Employee who discontinues Employment
with a Non-Affiliated Participating Company, but then resumes service with another Participating Company or Affiliated Company
shall not be considered to have severed Employment.


 


(d)          The
Plan limitations relating to the requirements of Code Sections 402(g), 414(v) and 415 shall be applied to the Plan as a whole.


 


(e)          The
requirements of Code Sections 401(a)(4), 410(b), 414(q) and 416 shall be applied separately to
each Non-Affiliated Participating Company.


 


(f)          Each
Non-Affiliated Participating Company shall be treated as a separate Participating Company
for the top-heavy determination and application of the top-heavy requirements of Section
5.2.


 


(g)          Each
Non-Affiliated Participating Company shall be treated as a separate Participating Company
for the ADP test in Section 5.3 and ACP test in Section
5.4.


 


(h)          For
determining a Participant's required beginning date
for minimum required distributions, a Participant shall be considered a five-percent
owner in a year in which the Participant is both a five-percent owner and an Employee
of an Affiliated Company or a Non-Affiliated Participating Company.


 


(i)          The
Employee Benefits Committee shall be responsible for administering the Plan as a
multiple employer plan.


 


13.12       Military
Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits
and service credit regarding qualified military service will be provided as required by Code Section 414(u) and the USERRA Policy,
which applicable provisions are incorporated herein by reference.


 




    	 	13-3	 



     


    

 


Article
14


 


EMPLOYEE STOCK OWNERSHIP
PLAN COMPONENT


 


14.1         In
General.   The portion of the Plan invested
in the WEC Stock Fund is an employee stock ownership plan ("ESOP") within
the meaning of Code Section 4975(e)(7). 


 


14.2         Voting
WEC Stock.   Each Participant or, if applicable,
Beneficiary shall be entitled to direct the Employee Benefits Committee as to the
exercise of any voting rights attributable to shares of WEC Stock in the portion of the Participant's
Account, if any, held in the WEC Stock Fund as of the Valuation Date preceding the
record date for the vote. Each such Participant shall
be provided 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 Employee
Benefits Committee shall direct the Trustee to vote such shares in accordance with such instructions. Any shares of WEC
Stock for which the Employee Benefits Committee 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 if the Trustee in its good faith determination concludes other action is required to comply with
its fiduciary duties under ERISA.


 


14.3         Tender
Offers.   If
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 stock attributable to the Participant's 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 the Participant 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 Employee Benefits Committee, within a reasonable
time of the commencement of a tender offer, copies of any pertinent material supplied by the tender offeror or the Company, together
with a request for the Participant's instructions
pertaining to tender of the applicable shares. Such written material shall include:


 


(a)          The
offer to purchase as distributed by the offeror for the shares of WEC Stock;


 


(b)          A
statement of the shares representing the Participant's interest in the WEC Stock Fund as
of the most recent information available to the Employee Benefits Committee; and


 


(c)          Directions
as to the means by which a Participant can give instructions regarding 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 Employee Benefits Committee has not received such tender offer instructions, shall not be tendered. The
proceeds of any shares of WEC Stock tendered under Section 14.3 which are purchased and paid for by the tender offeror shall
be credited to the Investment Fund or Funds elected by the Participant under rules established by the Employee Benefits Committee.
If all shares of WEC Stock tendered by Participants are not purchased pursuant to the tender offer, the Employee Benefits Committee
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.


 




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14.4         Dividends.
  Notwithstanding Section 4.8 of the Plan, all dividends within
the WEC Stock Fund shall be fully vested. Any cash dividends paid shall be allocated to Participants'
Accounts and reinvested in the WEC Stock Fund, provided the Company may direct that
each Participant (or Beneficiary) shall have the
right to elect to have the dividends, which would otherwise be invested in the WEC Stock Fund,
distributed by the Plan to the Participant (or Beneficiary)
as soon as practicable following the date on which the dividend is paid to the Plan, but in no event later than 90 days after
the end of the Plan Year in which the dividend is paid to the Plan. The election available
to the Participant (or Beneficiary) shall be administered
under rules and regulations of Code Section 404(k)(2)(A)(iii), and may provide for a
negative election (i.e., the dividends will remain in the ESOP unless the Participant elects
otherwise). 


 


14.5         Diversification
Requirements for Accounts Invested in the WEC Stock Fund.
  A Participant may divest any portion of the
Participant's Account held in the WEC Stock Fund at any time in a manner prescribed by
the Employee Benefits Committee.  A Participant's right to diversify the
Participant's entire Account at any time (vested or nonvested) satisfies the diversification
requirements of Code Section 401(a)(35).


 


14.6         Stock
Bonus ESOP.   As required by Code Section 4975(e)(7), the assets of the ESOP
portion of the Plan are intended to be invested primarily in WEC Stock (except for cash
or cash equivalent investments determined by the Investment Trust Policy Committee to be
required to meet liquidity needs). The ESOP portion of the Plan is a stock bonus plan and not a money purchase pension plan.


 


14.7         Distributions
from the WEC Stock Fund.   The distribution of the portion of
a Participant's Account invested in the WEC Stock Fund (the "ESOP Account")
may commence as elected by the Participant upon termination of Employment
for any reason.  A Participant's right to commence distribution upon termination
of Employment satisfies Code Section 409(o).


 


This Plan is adopted
by the duly authorized Chief Executive Officer of the Company this 12th day of September 2016.


 


	 	WEC ENERGY GROUP, INC.
	 	 	 
	 	By:	/s/ Allen L. Leverett
	 	 	Allen L. Leverett
	 	Title:	President and Chief Executive Officer


 




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EXHIBIT I


 


SCHEDULE OF COMPANIES PARTICIPATING
IN THE PLAN


 


	Name
    of Participating Company	 	Effective
    Date of Participation in the Plan
	 	 	 
	Peoples Energy, LLC	 	September 14, 2016
	 	 	 
	The Peoples Gas Light and Coke Company	 	September 14, 2016
	 	 	 
	North Shore Gas Company	 	September 14, 2016
	 	 	 
	WEC Business Services, LLC	 	September 14, 2016
	 	 	 
	Michigan Gas Utilities Corporation	 	September 14, 2016
	 	 	 
	Minnesota Energy Resources Corporation	 	September 14, 2016
	 	 	 
	Wisconsin Public Service Corporation	 	September 14, 2016
	 	 	 
	Wisconsin River Power Company, a subsidiary of Wisconsin Public Service Corporation and a Non-Affiliated Participating Company	 	September 14, 2016


 




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EXHIBIT II


 


SCHEDULE OF SUPPLEMENTS 


 


This
Exhibit II to the WEC Energy Group Retirement Savings Plan lists the Supplements
for a Participating Group in the Plan, the Participating Company (or
Companies) or the Non-Affiliated Participating Company that employs Eligible Employees in
the Participating Group, and the applicable Supplement that describes Plan provisions for
the Participating Group.


 


	Participating
    Group	 	Participating
    Company(ies)	 	Plan
    Supplement
	 	 	 	 	 
	Administrative (nonunion) Employees, including former Participants in the Integrys Energy Group 401(k) Plan for Administrative Employees	 	WEC Business Services, LLC, Wisconsin Public Service Corporation, The Peoples Gas Light and Coke Company, and North Shore Gas Company	 	Supplement A
	 	 	 	 	 
	Employees who were participants in the Peoples Energy Employee Stock Ownership Plan	 	Peoples Energy, LLC	 	Supplement B
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 18007 of the Utility Workers Union of America	 	The Peoples Gas Light and Coke Company	 	Supplement C
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 2285 of the International Brotherhood of Electrical Workers, AFL CIO	 	North Shore Gas Company	 	Supplement D
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 420 of the International Union of Operating Engineers	 	Wisconsin Public Service Corporation	 	Supplement E
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 12295 of the United Steelworkers of America, AFL CIO CLC	 	Michigan Gas Utilities Corporation	 	Supplement F
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 31 of the International Brotherhood of Electrical Workers, AFL CIO	 	Minnesota Energy Resources Corporation	 	Supplement G


 




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	Participating
    Group	 	Participating
    Company(ies)	 	Plan
    Supplement
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 417 of the Utility Workers Union of America, AFL CIO	 	Michigan Gas Utilities Corporation	 	Supplement H
	 	 	 	 	 
	Employees covered by a collective bargaining agreement with Local 1147 of the International Brotherhood of Electrical Workers	 	Wisconsin River Power Company, a subsidiary of Wisconsin Public Service Corporation and a Non-Affiliated Participating Company	 	Supplement I


 




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