Exhibit (10)-2a
                      EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT by and between WISCONSIN  ENERGY
CORPORATION, a Wisconsin corporation (the "Company"), and  GEORGE
E.  WARDEBERG  (the "Executive"), dated as of  the  26th  day  of
April, 2000.


                      W I T N E S S E T H

     WHEREAS, pursuant to an Agreement and Plan of Merger,  dated
as  of  June 27, 1999, as amended (the "Merger Agreement"), among
the  Company, WICOR, Inc. and CEW Acquisition, Inc., WICOR,  Inc.
has become a wholly-owned subsidiary of the Company; and

     WHEREAS,  the  Company further wishes  to  provide  for  the
employment  by it of the Executive, and the Executive  wishes  to
serve  the  Company,  in the capacities  and  on  the  terms  and
conditions set forth in this Agreement:

     NOW, THEREFORE, it is hereby agreed as follows:

     1.    Employment  Period.   The  Company  shall  employ  the
Executive,  and  the Executive shall serve the  Company,  on  the
terms  and conditions set forth in this Agreement, for the period
(the  "Employment  Period") beginning at the  Effective  Time  of
Merger  as defined in the Merger Agreement (the "Effective Time")
and ending the last day of the 24th calendar month commencing  on
or immediately after the Effective Time.

     2.   Position and Duties.

          (a)  The Executive shall serve as the Vice Chairman  of
     the  Board of Directors of the Company (the "Board")  during
     the  Employment Period, being consulted by the  Chairman  of
     the  Board and providing advice to the Chairman with respect
     to  the integration of the WICOR businesses with the Company
     and  the  Company's organizational structure,  staffing  and
     future   business  strategy,  and  with  such   duties   and
     responsibilities  as  are  customarily  assigned   to   such
     position,  and  such  other duties and responsibilities  not
     inconsistent therewith as may from time to time be  assigned
     to him by the Board or by the Chairman.  The Executive shall
     be  a member of the Board on the first day of the Employment
     Period  and  the  Board  shall  propose  the  Executive  for
     re-election to the Board throughout the Employment Period.

          (b)   During  the Employment Period, and excluding  any
     periods of vacation and sick leave to which the Executive is
     entitled,  the  Executive shall devote reasonable  attention
     and  time  during normal business hours to the business  and
     affairs  of  the  Company and, to the  extent  necessary  to
     discharge  the  responsibilities assigned to  the  Executive
     under  this  Agreement, use the Executive's reasonable  best
     efforts  to  carry out such responsibilities faithfully  and
     efficiently.  It shall not be considered a violation of  the
     foregoing for the Executive to serve on corporate, industry,
     civic  or charitable boards or committees, so long  as  such
     activities   do   not  significantly  interfere   with   the
     performance  of  the  Executive's  responsibilities  as   an
     employee of the Company in accordance with this Agreement.

     3.   Compensation.

          (a)   Base Salary.  The Executive's compensation during
     the  Employment Period shall be determined by the Board upon
     the  recommendation  of the Compensation  Committee  of  the
     Board  (the "Compensation Committee"), subject to  the  next
     sentence  and  Section 3(b).  During the Employment  Period,
     the  Executive shall receive an annual base salary  ("Annual
     Base Salary") of not less than the greater of (i) his annual
     base salary from WICOR, Inc. as in effect immediately before
     the  Effective Time or (ii) 90% of the base salary  paid  to
     the Chairman of the Board of the Company during such period.
     The  Annual Base Salary shall be payable in accordance  with
     the  Company's  regular  payroll  practice  for  its  senior
     executives,  as  in effect from time to  time.   During  the
     Employment Period, the Annual Base Salary shall be  reviewed
     by the Compensation Committee for possible increase at least
     annually.  Any increase in the Annual Base Salary shall  not
     limit  or  reduce any other obligation of the Company  under
     this Agreement.  The Annual Base Salary shall not be reduced
     after  any such increase, and the term "Annual Base  Salary"
     shall  thereafter  refer to the Annual  Base  Salary  as  so
     increased.

          (b)   Incentive  Compensation.  During  the  Employment
     Period,   the  Executive  shall  participate  in  short-term
     incentive   compensation  plans  and   long-term   incentive
     compensation plans (the latter to consist of plans  offering
     stock   options,   restricted  stock  and  other   long-term
     incentive compensation, as adopted and approved by the Board
     or  the  Compensation Committee from time to time) providing
     him  with  an  opportunity to earn short-term and  long-term
     incentive compensation (the "Incentive Compensation")  on  a
     basis  commensurate  with  other  senior  officers  of   the
     Company, subject to the next sentence hereof, provided  that
     he  shall  receive  an initial grant of non-qualified  stock
     options covering 100,000 shares of Company stock as  of  the
     start  of the Employment Period with an exercise price equal
     to  the then fair market value, vesting over a 3-year period
     at the rate of one-third (_) of such shares each year, based
     on his continuation of service either as an officer or as  a
     director  of  the Company, to be exercisable over  a  5-year
     period,  to  the  extent  vested, after  the  later  of  his
     cessation  of  service  as an officer  or  director  of  the
     Company.  The Executive shall receive an annual award  under
     such short-term incentive plans at least equal to 90% of the
     annual  award made to the Chairman of the Board  during  the
     Employment  Period (prorated for any period of participation
     in  such plans which is for less than one full year, whether
     at the inception or on termination of the Employment Period)
     under  such plans; provided, however, that in no event shall
     the  award  be less than an amount which when added  to  the
     Annual  Base Salary is less on an annualized basis than  the
     salary  and  bonus actually received by the  Executive  from
     WICOR, Inc. for the calendar year ending coincident with  or
     immediately prior to the Effective Date.

          (c)   Other Benefits.  During the Employment Period and
     thereafter:    (1)  the  Executive  shall  be  entitled   to
     participate  in all applicable savings and retirement  plans
     (including  non-qualified supplemental executive  retirement
     plans and specifically including Benefits A and B under  the
     Company's    Supplemental   Executive   Retirement    Plan),
     practices, policies and programs of the Company to the  same
     extent  as other senior executives of the Company,  (2)  the
     Executive and/or the Executive's eligible dependents, as the
     case  may  be, shall be eligible for participation  in,  and
     shall  receive  all  benefits under, all applicable  welfare
     benefit plans, practices, policies and programs provided  by
     the Company, other than severance plans, practices, policies
     and  programs  but  including, without limitation,  medical,
     prescription,  dental, disability, employee life  insurance,
     group  life insurance, accidental death and travel  accident
     insurance  plans and programs, and retiree welfare  benefits
     on a basis commensurate with other long-term senior officers
     of  the  Company and (3) the Executive shall be entitled  to
     past   service   credit  under  the  Company's  Supplemental
     Executive   Retirement  Plan  (the   "SERP"),   Benefit   A,
     calculated   as  if  his  participation  in  the   Company's
     tax-qualified defined benefit pension plan had commenced  on
     the  first day of the month following his attainment of  age
     25 and as if the benefit formula under such pension plan for
     all periods before December 31, 1995 was the same as that in
     effect  on  December  31, 1995, and for  all  periods  after
     December  31,  1995, pursuant to the actual benefit  formula
     used  in  such  pension  plan (including  the  grandfathered
     minimum benefit provisions thereof), offset by the actuarial
     equivalent of any benefits payable to the Executive  at  age
     65 or any later age at which such benefits commence from any
     qualified or non-qualified defined benefit pension plans  of
     WICOR, Inc.  Actuarial equivalency for this purpose shall be
     determined using the interest rate and mortality table  then
     in  use for determining optional forms of annuity under  the
     Company's tax-qualified defined benefit pension plan, or, if
     Benefit  A  is  to  be  payable in  a  lump  sum,  actuarial
     equivalency  shall be determined by using the interest  rate
     and mortality table referenced in Article VIII of the SERP.

          (d)   Fringe  Benefits.  During the Employment  Period,
     the  Executive shall be entitled to receive fringe  benefits
     on  a  basis commensurate with other senior officers of  the
     Company.

     4.   Termination of Employment.

          (a)   Death  or Disability.  The Executive's employment
     shall  terminate  automatically upon the  Executive's  death
     during the Employment Period.  The Company shall be entitled
     to  terminate  the  Executive's employment  because  of  the
     Executive's   Disability  during  the   Employment   Period.
     "Disability"  means that (i) the Executive has been  unable,
     for  the  period specified in the Company's disability  plan
     for  senior  executives, but not less than a  period  of  90
     consecutive business days, to perform the Executive's duties
     under  this  Agreement, as a result of  physical  or  mental
     illness  or  injury, and (ii) a physician  selected  by  the
     Company or its insurers, and acceptable to the Executive  or
     the  Executive's  legal representative, has determined  that
     the   Executive  is  disabled  within  the  meaning  of  the
     applicable   disability  plan  for  senior  executives.    A
     termination of the Executive's employment by the Company for
     Disability shall be communicated to the Executive by written
     notice, and shall be effective on the 30th day after receipt
     of  such  notice by the Executive (the "Disability Effective
     Date"),   unless   the   Executive  returns   to   full-time
     performance of the Executive's duties before the  Disability
     Effective Date.


          (b)  Termination by the Company.

               (i)  The  Company  may  terminate the  Executive's
                    employment  during the Employment Period  for
                    Cause  or  without Cause.  "Cause" means  the
                    willful   and   continued  failure   of   the
                    Executive to substantially perform his duties
                    under  this Agreement (other than as a result
                    of physical or mental injury) after the Board
                    delivers  to  the Executive a written  demand
                    for substantial performance that specifically
                    identifies  the  manner in  which  the  Board
                    believes   that   the   Executive   has   not
                    substantially   performed   the   Executive's
                    duties, or illegal or gross misconduct by the
                    Executive  in connection with his  employment
                    by  the  Company,  in  either  case  that  is
                    willful   and   results   in   material   and
                    demonstrable  damage to the business  or  the
                    reputation of the Company.  No act or failure
                    to  act on the part of the Executive shall be
                    considered  "willful" unless it is  done,  or
                    omitted to be done, by the Executive  in  bad
                    faith  or without reasonable belief that  the
                    Executive's  action or omission  was  in  the
                    best  interests of the Company.  Any  act  or
                    failure  to act that is based upon  authority
                    given  pursuant to a resolution duly  adopted
                    by  the  Board, or the advice of counsel  for
                    the  Company, shall be conclusively  presumed
                    to  be  done, or omitted to be done,  by  the
                    Executive  in  good faith  and  in  the  best
                    interests of the Company.

               (ii) A  termination of the Executive's  employment
                    for Cause shall not be effective unless it is
                    accomplished in accordance with the following
                    procedures.   The  Company  shall  give   the
                    Executive   written   notice   ("Notice    of
                    Termination  for Cause") of its intention  to
                    terminate  the  Executive's  employment   for
                    Cause, setting forth in reasonable detail the
                    specific  conduct  of the Executive  that  it
                    considers   to  constitute  Cause   and   the
                    specific  provision(s) of this  Agreement  on
                    which  it relies, and stating the date,  time
                    and  place  of the Special Board Meeting  for
                    Cause.  The "Special Board Meeting for Cause"
                    means a meeting of the Board called and  held
                    specifically  for the purpose of  considering
                    the  Executive's termination for Cause,  that
                    takes place not less than 10 nor more than 20
                    business  days  after the Executive  receives
                    the  Notice  of Termination for  Cause.   The
                    Executive  shall  be  given  an  opportunity,
                    together  with counsel, to be  heard  at  the
                    Special   Board  Meeting  for   Cause.    The
                    Executive's  termination for Cause  shall  be
                    effective  when and if a resolution  is  duly
                    adopted  at  the  Special Board  Meeting  for
                    Cause  by  affirmative vote of a majority  of
                    the entire membership of the Board, excluding
                    employee directors, stating that, in the good
                    faith opinion of the Board, the Executive  is
                    guilty of the conduct described in the Notice
                    of   Termination  for  Cause  and  that  such
                    conduct   constitutes   Cause   under    this
                    Agreement.

          (c)  Good Reason.

               (i)  The  Executive  may terminate employment  for
                    Good  Reason  or without Good Reason.   "Good
                    Reason" means:

                    A.    the assignment to the Executive of  any
               duties  or  responsibilities inconsistent  in  any
               respect  with  Section 2(a) of this Agreement,  or
               any other action by the Company that results in  a
               diminution in the Executive's position, authority,
               duties   or   responsibilities,  other   than   an
               isolated,  insubstantial  and  inadvertent  action
               that is not taken in bad faith and is remedied  by
               the  Company  promptly  after  receipt  of  notice
               thereof from the Executive;

                    B.    any  failure by the Company  to  comply
               with any provision of Section 3 of this Agreement,
               other   than   an   isolated,  insubstantial   and
               inadvertent failure that is not taken in bad faith
               and  is  remedied  by the Company  promptly  after
               receipt of notice thereof from the Executive;

                    C.    any requirement by the Company that the
               Executive's  services be rendered primarily  at  a
               location  or  locations other than the  Milwaukee,
               Wisconsin general metropolitan area.

                    D.    any  failure by the Company  to  comply
               with   paragraph  (c)  of  Section  10   of   this
               Agreement; or

                    E.    any  other substantial breach  of  this
               Agreement  by the Company that is not remedied  by
               the  Company  promptly  after  receipt  of  notice
               thereof from the Executive.

               (ii) A  termination of employment by the Executive
                    for  Good  Reason  shall  be  effectuated  by
                    giving the Company written notice ("Notice of
                    Termination   for   Good  Reason")   of   the
                    termination,  setting  forth  in   reasonable
                    detail  the  specific conduct of the  Company
                    that constitutes Good Reason and the specific
                    provision(s) of this Agreement on  which  the
                    Executive    relies.    A   termination    of
                    employment  by the Executive for Good  Reason
                    shall  be  effective on the 5th business  day
                    following   the  date  when  the  Notice   of
                    Termination for Good Reason is given,  unless
                    the  notice  sets forth a later  date  (which
                    date  shall in no event be later than 30 days
                    after the notice is given).

               (iii)       A   termination  of  the   Executive's
                    employment  by  the  Executive  without  Good
                    Reason  shall  be  effected  by  giving   the
                    Company written notice of the termination.

          (d)   The failure to set forth any fact or circumstance
     in  a  Notice  of  Termination for  Cause  or  a  Notice  of
     Termination for Good Reason shall not constitute a waiver of
     the right to assert, and shall not preclude the party giving
     notice  from  asserting, such fact  or  circumstance  in  an
     attempt  to  enforce any right under or  provision  of  this
     Agreement.

          (e)   Date  of  Termination.  The "Date of Termination"
     means  the  date  of the Executive's death,  the  Disability
     Effective  Date,  the date on which the termination  of  the
     Executive's employment by the Company for Cause  or  without
     Cause  or by the Executive for Good Reason is effective,  or
     the date on which the Executive gives the Company notice  of
     a termination of employment without Good Reason, as the case
     may be.

     5.   Obligations of the Company Upon Termination.

          (a)   Other Than For Cause, Death or Disability, or For
     Good  Reason.  If, during the Employment Period, the Company
     terminates  the Executive's employment for any reason  other
     than Cause, death or Disability, or the Executive terminates
     employment  for Good Reason, the Company shall  continue  to
     provide the Executive with the compensation and benefits set
     forth  in paragraphs (a), (b) and (c) of Section 3  and  the
     continuing protection of Section 5(d) as if he had  remained
     employed  by  the Company through the end of the  Employment
     Period  and  then  retired.  The Incentive Compensation  for
     such   period  shall  be  equal  to  the  maximum  Incentive
     Compensation that the Executive would have been eligible  to
     earn  for such period.  In lieu of stock options, restricted
     stock  and other stock-based awards, the Executive shall  be
     paid cash equal to the fair market value (without regard  to
     any restrictions) of the stock options, restricted stock and
     other  stock-based  awards that would  otherwise  have  been
     granted.   To  the  extent that any  benefits  described  in
     Section  3(c)  cannot be provided pursuant to  the  plan  or
     program  provided  by  the Company for its  executives,  the
     Company  shall provide such benefits outside  such  plan  or
     program  at no additional cost (including without limitation
     tax  cost) to the Executive and his family.  Finally, during
     any  period  when  the  Executive  is  eligible  to  receive
     medical,  prescription  or  dental  benefits  under  another
     employer-provided plan, the benefits provided by the Company
     under  this  Section  5(a) may be made  secondary  to  those
     provided  under  such  other  plan.   In  addition  to   the
     foregoing, any restricted stock outstanding on the  Date  of
     Termination  and  all options outstanding  on  the  Date  of
     Termination shall be fully vested and exercisable and  shall
     remain  in  effect  and exercisable until  the  end  of  the
     Employment  Period (absent the prior death of the Executive)
     as  if  the Executive remained employed until then and shall
     thereafter  remain  exercisable  in  accordance   with   the
     applicable terms respecting retired employees.  The payments
     and  benefits  provided pursuant to this  Section  5(a)  are
     intended  as  liquidated damages for a  termination  of  the
     Executive's employment by the Company other than  for  Cause
     or Disability or for the actions of the Company leading to a
     termination  of the Executive's employment by the  Executive
     for  Good Reason, and shall be the sole and exclusive remedy
     therefor.

          (b)    Death   and  Disability.   If  the   Executive's
     employment is terminated by reason of the Executive's  death
     or  Disability  during the Employment  Period,  the  Company
     shall  pay  to  the  Executive  or,  in  the  case  of   the
     Executive's    death,   to   the   Executive's    designated
     beneficiaries (or, if there is no such beneficiary,  to  the
     Executive's estate or legal representative), in a  lump  sum
     in  cash  within 30 days after the Date of Termination,  the
     sum  of  the  following amounts (the "Accrued Obligations"):
     (1)  any  portion  of  the Executive's  Annual  Base  Salary
     through the Date of Termination that has not yet been  paid;
     (2) an amount equal to the product of (A) the maximum annual
     bonus  that the Executive would have been eligible  to  earn
     for the period during which such termination occurs, and (B)
     a  fraction, the numerator of which is the number of days in
     such  period  through  the  Date  of  Termination,  and  the
     denominator  of  which is the total number of  days  in  the
     relevant  period;  and (3) any accrued but unpaid  Incentive
     Compensation  and vacation pay.  The Company shall  have  no
     further   obligations  under  this  Agreement,   except   as
     specified in Section 5(d) which shall continue to apply  and
     in Section 6 below.

          (c)   By the Company For Cause; By the Executive  Other
     Than  For  Good  Reason.  If the Executive's  employment  is
     terminated  by  the Company for Cause during the  Employment
     Period,  the Company shall pay to the Executive  the  Annual
     Base  Salary  through  the  Date  of  Termination  and   all
     compensation and benefits payable to the Executive under the
     terms  of  the  Company's compensation  and  benefit  plans,
     programs  or arrangements as in effect immediately prior  to
     the  Date  of  Termination.   If the  Executive  voluntarily
     terminates  employment  during the Employment  Period  other
     than  for Good Reason, the Executive shall have no liability
     to  the Company for breach of this Agreement and the Company
     shall pay the Accrued Obligations to the Executive in a lump
     sum  in  cash within 30 days of the Date of Termination  and
     the  Company  shall have no further obligations  under  this
     Agreement, except as specified in Section 6 below;  provided
     that  if such voluntary termination by the Executive  occurs
     after   completion  of  six  months  of  service,  but   not
     otherwise, Section 5(d) shall also continue to apply.

          (d)  Certain Increase in Payments.

               (i)  Notwithstanding any other provision  of  this
                    Agreement,  if  any portion  of  any  payment
                    under  this  Agreement, or  under  any  other
                    agreement with or plan of the Company or  its
                    affiliates    (in   the   aggregate    "Total
                    Payments"),  would  constitute   an   "excess
                    parachute payment," Executive shall  be  paid
                    an additional amount (the "Gross-Up Payment")
                    such   that   the  net  amount  retained   by
                    Executive  after deduction of any excise  tax
                    imposed  under Section 4999 of  the  Internal
                    Revenue   Code  of  1986,  as  amended   (the
                    "Code"), any interest charges or penalties in
                    respect of the imposition of such excise  tax
                    (but  not any federal, state or local  income
                    tax,   or   employment  tax)  on  the   Total
                    Payments, any federal, state and local income
                    tax, employment tax, and excise tax upon  the
                    payment provided for by this paragraph (i) of
                    Section  5(d), shall be equal  to  the  Total
                    Payments.   For  purposes of determining  the
                    amount  of  the  Gross-Up Payment,  Executive
                    shall be deemed to pay federal income tax and
                    employment taxes at the highest marginal rate
                    of  federal income and employment taxation in
                    the  calendar  year  in  which  the  Gross-Up
                    Payment  is  to be made and state  and  local
                    income taxes at the highest marginal rate  of
                    taxation   in  the  state  and  locality   of
                    Executive's domicile for income tax  purposes
                    on the date the Gross-Up Payment is made, net
                    of  the  maximum reduction in federal  income
                    taxes that may be obtained from the deduction
                    of such state and local taxes.

     (ii) For purposes of this Agreement, the terms "excess
          parachute payment" and "parachute payments" shall have
          the meanings assigned to them in Section 280G of the
          Code and such "parachute payments" shall be valued as
          provided therein.  Present value for purposes of this
          Agreement shall be calculated in accordance with
          Section 1274(b)(2) of the Code (or any successor
          provision).  Within 20 business days following notice
          from either party to the other of the belief that there
          is a payment or benefit due the Executive which will
          result in an excess parachute payment as defined in
          Section 280G of the Code, the Executive and the
          Company, at the Company's expense, shall obtain the
          opinion (which need not be unqualified) of nationally
          recognized tax counsel ("National Tax Counsel")
          selected by the Company's independent auditors and
          reasonably acceptable to the Executive (which may be
          regular outside counsel to the Company), which opinion
          sets forth (i) the amount of the Base Period Income,
          (ii) the amount and present value of Total Payments and
          (iii) the amount and present value of any excess
          parachute payments.  As used in this Agreement, the
          term "Base Period Income" means an amount equal to the
          Executive's "annualized includible compensation for the
          base period" as defined in Section 280G(d)(1) of the
          Code.  For purposes of such opinion, the value of any
          noncash benefits or any deferred payment or benefit
          shall be determined by the Company's independent
          auditors in accordance with the principles of
          Section 280G(d)(3) and (4) of the Code (or any
          successor provisions), which determination shall be
          evidenced in a certificate of such auditors addressed
          to the Company and the Executive.  The opinion of
          National Tax Counsel shall be addressed to the Company
          and the Executive and shall be binding upon the Company
          and the Executive.  If such National Tax Counsel so
          requests in connection with the opinion required by
          this paragraph (ii) of Section 5(d), the Executive and
          the Company shall obtain the advice of a firm of
          recognized executive compensation consultants as to the
          reasonableness of any item of compensation to be
          received by the Executive solely with respect to its
          status under Section 280G of the Code and the
          regulations thereunder.  Within 5 days after the
          National Tax Counsel's opinion is received by the
          Company and the Executive, the Company shall pay (or
          cause to be paid) or distribute (or cause to
          distribute) to or for the benefit of Executive such
          amounts as are then due to Executive under this
          Agreement.

     (iii)In the event that upon any audit by the Internal
          Revenue Service, or by a state or local taxing
          authority, of the Total Payments or Gross-Up Payment, a
          change is finally determined to be required in the
          amount of taxes paid by Executive, appropriate
          adjustments shall be made under this Agreement such
          that the net amount which is payable to the Executive
          after taking into account the provisions of
          Section 4999 of the Code shall reflect the intent of
          the parties as expressed in paragraph (i) above, in the
          manner determined by the National Tax Counsel.

     (iv) The Company agrees to bear all costs associated with,
          and to indemnify and hold harmless, the National Tax
          Counsel of and from any and all claims, damages, and
          expenses resulting from or relating to its
          determinations pursuant to paragraphs (ii) and (iii)
          above, except for claims, damages or expenses resulting
          from the gross negligence or willful misconduct of such
          firm.

     6.    Non-Exclusivity of Rights.  Nothing in this  Agreement
shall  prevent  or  limit the Executive's  continuing  or  future
participation  in any plan, program, policy or practice  provided
by  the Company or any of its affiliated companies for which  the
Executive  may  qualify,  nor, subject to  Section  11(f),  shall
anything in this Agreement limit or otherwise affect such  rights
as  the  Executive may have under any contract or agreement  with
the Company or any of its affiliated companies.  However, the Key
Executive Employment and Severance Agreement between WICOR,  Inc.
and  the  Executive  dated  as  of  July  1,  1997  is  expressly
terminated as a result of the execution of this Agreement and the
Executive  hereby waives all rights thereunder.  Vested  benefits
and  other  amounts that the Executive is otherwise  entitled  to
receive under the Incentive Compensation, the SERP (including the
SERP benefits described in Section 3(c)(1) and (3)), or any other
plan,  policy,  practice  or  program  of,  or  any  contract  or
agreement with, the Company or any of its affiliated companies on
or  after  the Date of Termination shall be payable in accordance
with  the  terms  of  each such plan, policy, practice,  program,
contract  or agreement, as the case may be, except as  explicitly
modified by this Agreement.

     7.    Full Settlement.  The Company's obligation to make the
payments   provided  for  in,  and  otherwise  to   perform   its
obligations  under, this Agreement shall not be affected  by  any
set-off, counterclaim, recoupment, defense or other claim,  right
or  action  that  the Company may have against the  Executive  or
others.   In  no event shall the Executive be obligated  to  seek
other employment or take any other action by way of mitigation of
the  amounts payable to the Executive under any of the provisions
of this Agreement and, except as specifically provided in Section
5(a),  such  amounts shall not be reduced, regardless of  whether
the Executive obtains other employment.

     8.    Confidential Information.  The Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret or
confidential  information, knowledge  or  data  relating  to  the
Company  or  any of its affiliated companies and their respective
businesses  that  the  Executive obtains during  the  Executive's
employment by the Company or any of its affiliated companies  and
that  is  not  public knowledge (other than as a  result  of  the
Executive's   violation   of  this  Section   8)   ("Confidential
Information").  The Executive shall not communicate,  divulge  or
disseminate Confidential Information at any time during or  after
the  Executive's  employment with the Company,  except  with  the
prior written consent of the Company or as otherwise required  by
law  or  legal process.  In no event shall any asserted violation
of  the  provisions  of  this Section 8 constitute  a  basis  for
deferring  or  withholding any amounts otherwise payable  to  the
Executive under this Agreement.

     9.    Attorneys'  Fees.   The  Company  agrees  to  pay,  as
incurred, to the fullest extent permitted by law, all legal  fees
and  expenses that the Executive may reasonably incur as a result
of  any  contest (regardless of the outcome) by the Company,  the
Executive  or  others  of the validity or  enforceability  of  or
liability  under, or otherwise involving, any provision  of  this
Agreement, together with interest on any delayed payment  at  the
applicable federal rate provided for in Section 7872(f)(2)(A)  of
the Code.

     10.  Successors.

          (a)   This Agreement is personal to the Executive  and,
     without the prior written consent of the Company, shall  not
     be assignable by the Executive otherwise than by will or the
     laws  of  descent  and distribution.  This  Agreement  shall
     inure   to  the  benefit  of  and  be  enforceable  by   the
     Executive's legal representatives.

          (b)   This Agreement shall inure to the benefit of  and
     be binding upon the Company and its successors and assigns.

          (c)   The  Company shall require any successor (whether
     direct  or  indirect, by purchase, merger, consolidation  or
     otherwise)  to  all  or substantially all  of  the  business
     and/or  assets of the Company expressly to assume and  agree
     to perform this Agreement in the same manner and to the same
     extent  that the Company would have been required to perform
     it  if no such succession had taken place.  As used in  this
     Agreement, "Company" shall mean both the Company as  defined
     above  and  any  such successor that assumes and  agrees  to
     perform this Agreement, by operation of law or otherwise.

     11.  Miscellaneous.

          (a)  This Agreement shall be governed by, and construed
     in  accordance  with,  the laws of the State  of  Wisconsin,
     without  reference to principles of conflict of  laws.   The
     captions  of  this Agreement are not part of the  provisions
     hereof  and  shall have no force or effect.  This  Agreement
     may not be amended or modified except by a written agreement
     executed   by   the  parties  hereto  or  their   respective
     successors and legal representatives.

          (b)   All  notices and other communications under  this
     Agreement  shall be in writing and shall be  given  by  hand
     delivery  to  the other party or by registered or  certified
     mail,  return receipt requested, postage prepaid,  addressed
     as follows:

          If to the Executive:     George E. Wardeberg
                                    (Home address)

               With a Copy to:      Foley & Lardner
                                     Attn: Joseph B. Tyson, Jr.
                                     777 East Wisconsin Avenue
                                     Milwaukee WI 53202
                                     Fax No.: (414) 297-4900

            If to the Company:     Wisconsin Energy Corporation
                                     Attn: Calvin H. Baker,
                                     Treasurer
                                     P.O. Box 2949
                                     231 West Michigan Street
                                     Milwaukee, WI   53201
                                     Fax No.: (414) 221-5068

               With a Copy to:     Quarles & Brady LLP
                                     Attn: Patrick M. Ryan
                                     411 East Wisconsin Avenue
                                     Milwaukee, WI   53202
                                     Fax No.: (414) 271-3552

or  to  such other address as either party furnishes to the other
in  writing in accordance with this paragraph (b) of Section  11.
Notices  and  communications  shall be  effective  when  actually
received by the addressee.

          (c)    The  invalidity  or  unenforceability   of   any
     provision of this Agreement shall not affect the validity or
     enforceability of any other provision of this Agreement.  If
     any  provision  of this Agreement shall be held  invalid  or
     unenforceable  in  part,  the  remaining  portion  of   such
     provision,  together  with  all  other  provisions  of  this
     Agreement,  shall remain valid and enforceable and  continue
     in  full  force and effect to the fullest extent  consistent
     with law.

          (d)    Notwithstanding  any  other  provision  of  this
     Agreement,  the  Company may withhold from  amounts  payable
     under  this Agreement all federal, state, local and  foreign
     taxes that are required to be withheld by applicable laws or
     regulations.

          (e)  The Executive's or the Company's failure to insist
     upon strict compliance with any provisions of, or to assert,
     any   right   under,  this  Agreement  (including,   without
     limitation,   the  right  of  the  Executive  to   terminate
     employment  for  Good Reason pursuant to  paragraph  (c)  of
     Section  4 of this Agreement ) shall not be deemed to  be  a
     waiver  of such provision or right or of any other provision
     of or right under this Agreement.

          (f)   The  Executive and the Company  acknowledge  that
     this  Agreement supersedes any other agreement between  them
     concerning the subject matter hereof.

          (g)   The  rights  and benefits of the Executive  under
     this  Agreement may not be anticipated, assigned,  alienated
     or  subject  to attachment, garnishment, levy, execution  or
     other legal or equitable process except as required by  law.
     Any  attempt  by  the  Executive  to  anticipate,  alienate,
     assign, sell, transfer, pledge, encumber or charge the  same
     shall  be  void.  Payments hereunder shall not be considered
     assets  of  the  Executive in the  event  of  insolvency  or
     bankruptcy.

          (h)    This  Agreement  may  be  executed  in   several
     counterparts, each of which shall be deemed an original, and
     said  counterparts shall constitute but  one  and  the  same
     instrument.

     IN  WITNESS  WHEREOF,  the Executive has  hereunto  set  the
Executive's hand and, pursuant to the authorization of its Board,
the  Company has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above written.


                                   EXECUTIVE


                                   /s/ George E. Wardeberg
                                   ---------------------------------
                                   George E. Wardeberg

                                   WISCONSIN ENERGY CORPORATION


                                   By:/s/ Richard A. Abdoo
                                   ---------------------------------
                                   Richard A. Abdoo
                                   Chairman of the Board,
                                   President and Chief Executive
                                   Officer