Exhibit (10)-3

		  WISCONSIN ENERGY CORPORATION
                      AMENDED AND RESTATED
               SPECIAL EXECUTIVE SEVERANCE POLICY


Introduction

     Wisconsin Energy Corporation, a Wisconsin corporation
("Wisconsin Energy") has entered into an Agreement and Plan of
Merger dated as of June 27, 1999, as amended (the "Merger
Agreement") among Wisconsin Energy, WICOR, Inc. and CEW
Acquisition, Inc. whereby WICOR, Inc. will become a wholly-owned
subsidiary of Wisconsin Energy (the "WICOR Transaction") and
although no change of control of Wisconsin Energy will occur in
connection with such acquisition, the inevitable adjustments that
will occur following the acquisition may result in loss or
distraction of employees of Wisconsin Energy and its subsidiaries
to the detriment of Wisconsin Energy and its shareholders.

     Accordingly, the Board of Directors of Wisconsin Energy (the
"Board") has determined that appropriate steps should be taken to
assure Wisconsin Energy of the continued employment and attention
and dedication to duty of its employees and to seek to ensure the
availability of their continued service, notwithstanding the
closing of the WICOR Transaction.

     Further, on April 25, 2000, the Board has determined that
further steps should be taken to seek to assure the continued
employment, attention and dedication to duty of the Participants
by affording them with reasonable security against changes in
their employment relationship should a change in control of
Wisconsin Energy occur, entirely apart from the WICOR
Transaction.

     Therefore, in order to fulfill the above purposes, the
following plan has been developed and is hereby adopted.


                            ARTICLE I
                      ESTABLISHMENT OF PLAN

     As of the Effective Time of Merger (as defined in the Merger
Agreement), Wisconsin Energy hereby establishes a separation
compensation plan known as the Wisconsin Energy Special Executive
Severance Policy, as set forth in this document.


                           ARTICLE II
                           DEFINITIONS

     As used herein the following words and phrases shall have
the following respective meanings unless the context clearly
indicates otherwise.

          (a)  Annual Compensation.  The sum of a Participant's
               Annual Salary and Annual Incentive Award.

          (b)  Annual Incentive Award.  The highest annual cash
               incentive award earned by a Participant during any
               of the 3 years prior to a termination of
               employment entitling the Participant to a
               Separation Benefit.

          (c)  Annual Salary.  The Participant's regular annual
               base salary immediately prior to his or her
               termination of employment, including compensation
               converted to other benefits under a flexible pay
               arrangement maintained by the Corporation or
               deferred pursuant to a written plan or agreement
               with the Corporation, but excluding overtime pay,
               allowances, premium pay, compensation paid or
               payable under any Corporation long-term or
               short-term incentive plan or any similar payment.

          (d)  Board.  The Board of Directors of Wisconsin
               Energy.

          (e)  Code.  The Internal Revenue Code of 1986, as
               amended from time to time.

          (f)  Committee.  The Compensation Committee of the
               Board.

          (g)  Corporation.  Wisconsin Energy and any successor
               thereto.

          (h)  Date of Termination.  The date on which a
               Participant ceases to be an Employee.

          (i)  Employee.  Any full-time, regular-benefit,
               non-bargaining employee of an Employer.  The term
               shall exclude all individuals employed as
               independent contractors, temporary employees,
               other benefit employees, non-benefit employees,
               leased employees, even if it is subsequently
               determined that such classification is incorrect.

          (j)  Employer.  The Corporation, WICOR, Inc. as of the
               Effective Time of Merger as defined in the Merger
               Agreement, or a Subsidiary which has adopted the
               Plan pursuant to Article V hereof.

          (k)  Participant.  An individual who is designated as
               such pursuant to Section 3.1.

          (l)  Plan.  The Wisconsin Energy Special Executive
               Severance Policy.

          (m)  Separation Benefits.  The benefits described in
               Section 4.3 that are provided to qualifying
               Participants under the Plan.  Such benefits are
               also referred to as Tier 1 benefits.

          (n)  Separation Period.  The period beginning on a
               Participant's Date of Termination and ending on
               the third anniversary thereof.

          (o)  Subsidiary.  Any corporation in which the
               Corporation, directly or indirectly, holds a
               majority of the voting power of such corporation's
               outstanding shares of capital stock.

          (p)  Target Annual Incentive.  The Annual Incentive
               Award that the Participant would have earned for
               the year in which his or her Date of Termination
               occurs, if the target goals had been achieved.

          (q)  WICOR Closing Date.  The Effective Time of Merger
               as defined in the Merger Agreement.

          (r)  Year 2000 Definitions.  The words defined in the
               Appendix attached hereto were added to the Plan by
               an Amendment Agreement adopted by Wisconsin Energy
               on April 25, 2000.


                           ARTICLE III
                           ELIGIBILITY

     III.1     Participation.  Each of the individuals named on
Schedule 1 hereto shall be a Participant in the Plan.  Schedule 1
may be amended by the Board from time to time to add individuals
as Participants.

     III.2     Duration of Participation.  A Participant shall
only cease to be a Participant in the Plan as a result of an
amendment or termination of the Plan complying with Article VII
of the Plan, or when he ceases to be an Employee of any Employer,
unless, at the time he ceases to be an Employee, such Participant
is entitled to payment of Separation Benefits as provided in the
Plan or there has been an event or occurrence described in
Section 4.2(a) or (aa) which would enable the Participant to
terminate his employment and receive Separation Benefits.  A
Participant entitled to payment of a Separation Benefit or any
other amounts under the Plan shall remain a Participant in the
Plan until the full amount of the Separation Benefit and any
other amounts payable under the Plan have been paid to the
Participant.  After the end of a 2-year period following the
WICOR Closing Date, the Board may remove any Participant from
coverage under the Plan.  The removal may be accomplished by the
Board's causing the Employer to provide written notice of such
removal to the Participant at least one year in advance of the
effective date of removal.  The earliest effective date of any
removal is the first day after the end of a 2-year period
following the WICOR Closing Date, assuming that the required
written notice of removal was given to the Participant at least
one year in advance.  If prior to the effective date of such
removal, the Participant has become entitled to payment of a
Separation Benefit or any other amounts under the Plan, such
individual shall remain a Participant in the Plan until the full
amount of the Separation Benefit and any other amounts payable
under the Plan have been paid to the Participant.


                           ARTICLE IV
                       SEPARATION BENEFITS

     IV.1 Right to Separation Benefit.  A Participant shall be
entitled to receive Separation Benefits in accordance with
Section 4.3 if the Participant ceases to be an Employee for any
reason specified in Section 4.2(a) or (aa).

     IV.2 Termination of Employment.

          (a)  Terminations Which Give Rise to Separation
     Benefits Under This Plan.  Except as set forth in Section
     4.2(b), a Participant shall be entitled to Separation
     Benefits if at any time on or after the WICOR Closing Date
     and before the end of a 2-year period following the WICOR
     Closing Date:

               (i)  the Participant ceases to be an Employee by
                    action of the Employer or any of its
                    affiliates (excluding any transfer to another
                    Employer);

               (ii) the Participant's Annual Salary is reduced
                    below the higher of (A) the amount in effect
                    immediately before the WICOR Closing Date and
                    (B) the highest amount in effect at any time
                    thereafter, and the Participant ceases to be
                    an Employee by his or her own action within
                    90 days after the occurrence of such
                    reduction;

               (iii)     the Participant's duties and
                    responsibilities or the program of incentive
                    compensation or retirement and welfare
                    benefits offered to the Participant are
                    diminished in comparison to the duties and
                    responsibilities or the program of incentive
                    compensation or retirement and welfare
                    benefits enjoyed by the Participant
                    immediately before the WICOR Closing Date,
                    and the Participant ceases to be an Employee
                    by his or her own action within 90 days after
                    the occurrence after such reduction;

               (iv) the Participant is required to be based at a
                    location more than 35 miles from the location
                    where the Participant was based and performed
                    services immediately before the WICOR Closing
                    Date, and the Participant ceases to be an
                    Employee by his or her own action within 90
                    days after such relocation;

               (v)  an Employer or any affiliate of an Employer
                    sells or otherwise distributes or disposes of
                    the subsidiary, branch or other business unit
                    in which the Participant was employed before
                    such sale, distribution or disposition and
                    the requirements of Section 4.2(b)(iii) are
                    not met, and the Participant ceases to be an
                    Employee by action of the Employer upon or
                    within 90 days after such sale, distribution
                    or disposition; or

               (vi) the Participant ceases to be an Employee by
                    his or her own action within 6 months after
                    completion of one year of service following
                    the WICOR Closing Date.

          (aa) Covered Termination Associated with a Change in
     Control.  In the event of a Covered Termination Associated
     with a Change in Control, a Participant shall be entitled to
     receive Separation Benefits in accordance with Section 4.3.

          (b)  Terminations Which Do Not Give Rise to Separation
     Benefits Under This Plan.  If a Participant's employment is
     terminated for Cause, disability, death, or a qualified sale
     of business (as those terms are defined below), or
     voluntarily by the Participant (whether on account of
     retirement or otherwise) in the absence of an event
     described in Section 4.2(a)(ii), 4.2(a)(iii), 4.2(a)(iv) or
     4.2(a)(vi) or described in item 3(c) of the Appendix, the
     Participant shall not be entitled to Separation Benefits
     under the Plan.

               (i)  A termination for disability shall have
                    occurred where a Participant is terminated
                    because illness or injury has prevented him
                    or her from performing his or her duties (as
                    they existed immediately prior to the illness
                    or injury) on a full time basis for 180
                    consecutive business days.

               (ii) A termination for Cause shall have occurred
                    where a Participant is terminated because of:

                    A.   the willful and continued failure of the
               Participant to perform substantially the
               Participant's duties with the Corporation or one
               of its affiliates (other than any such failure
               resulting from incapacity due to physical or
               mental illness), after a written demand for
               substantial performance is delivered to the
               Participant by the Board or an elected officer of
               the Corporation which specifically identifies the
               manner in which the Board or the elected officer
               believes that the Participant has not
               substantially performed the Participant's duties,
               or

                    B.   the willful engaging by the Participant
               in illegal conduct or gross misconduct which is
               materially and demonstrably injurious to the
               Corporation.

               For purposes of this provision, no act or failure
          to act, on the part of the Participant, shall be
          considered "willful" unless it is done, or omitted to
          be done, by the Participant in bad faith or without
          reasonable belief that the Participant's action or
          omission was in the best interests of the Corporation.
          Any act, or failure to act, based upon authority given
          pursuant to a resolution duly adopted by the Board or
          upon the advice of counsel for the Corporation, shall
          be conclusively presumed to be done, or omitted to be
          done, by the Participant in good faith and in the best
          interests of the Corporation.

               (iii)     A termination due to a qualified sale of
                    business shall have occurred where an
                    Employer or an affiliate of an Employer has
                    sold, distributed or otherwise disposed of
                    the subsidiary, branch or other business unit
                    in which the Participant was employed before
                    such sale, distribution or disposition and
                    the Participant has been offered employment
                    with the purchaser of such subsidiary, branch
                    or other business unit or the corporation or
                    other entity which is the owner thereof on
                    substantially the same terms and conditions
                    under which he worked for the Employer
                    (including, without limitation, base salary,
                    duties and responsibilities, program of
                    benefits and location where based).  Such
                    terms and conditions shall also include,
                    without limitation, a legally binding
                    agreement or plan covering such Participant,
                    providing that upon a termination of
                    employment with the subsidiary, branch or
                    business unit (or the corporation or other
                    entity which is the owner thereof) or any
                    successor thereto of the kind described in
                    Article VI of this Plan, at any time before
                    the end of a 2-year period following either
                    the WICOR Closing Date or the first date on
                    which a Change in Control of the Corporation
                    occurs, as the case may be, the Participant's
                    employer or any successor will pay to each
                    such former Participant an amount equal to
                    the Separation Benefit and other benefits
                    that such former Participant would have
                    received under the Plan had he been a
                    Participant at the time of such termination.
                    For purposes of this subsection, the new
                    employer plan or agreement must treat service
                    with any Employer (irrespective of whether
                    the Employer was an affiliate of the
                    Corporation or the Employee was a Participant
                    at the time of such service) and the new
                    employer as continuous service for purposes
                    of calculating Separation Benefits.

     IV.3 Separation Benefits.

          (a)  If a Participant's employment is terminated in
     circumstances entitling him to a separation benefit as
     provided in Section 4.2(a) or (aa), the Participant's
     Employer shall pay such Participant, within 20 days of the
     Date of Termination, a cash lump sum as set forth in Section
     4.3(b) (unless a deferral has been elected under the next
     sentence) and the continued benefits set forth as Section
     4.3(c).  The Participant may file a written irrevocable
     deferral election form with the Employer either prior to the
     expiration of thirty days from the date he or she has become
     a Participant in this Plan and prior to termination of
     employment, or in the event of  a Covered Termination
     Associated with a Change in Control, prior to the first date
     on which a Change in Control of the Corporation occurs,
     electing to defer all or part of such compensation and
     irrevocably specifying a method of payment for such
     compensation from among the methods allowable under the
     Corporation's Executive Deferred Compensation Plan (the
     "EDCP").  Any deferred amounts shall be credited with
     earnings in the same manner as the Interest Rate Fund
     provided for in the EDCP or any other investment alternative
     that may later become allowable under the EDCP and the EDCP
     provisions shall apply to deferrals made hereunder except
     that (i) the provisions for a mandatory lump sum payment
     upon a "Change in Control" as defined in the EDCP shall not
     apply to deferrals made hereunder and (ii) the entire amount
     deferred under this Plan shall be paid in a lump sum by the
     Corporation no later than 20 days from the Date of
     Termination to such grantor or "rabbi" trust as the
     Corporation shall have established as a vehicle to hold such
     amount pending payment, but with such trust designed so that
     the Executive's rights to payment of such benefits are no
     greater than those of an unsecured creditor.  For purposes
     of determining the benefits set forth in Sections 4.3(b) and
     4.3(c), if the termination of the Participant's employment
     is based upon a reduction of the Participant's Annual Salary
     or benefits as described in Section 4.2(a)(ii) or
     4.2(a)(iii) or as described in those same sections as
     modified in Section 3(c) of the Appendix, such reduction
     shall be ignored.
          (b)  The cash lump sum referred to in Section 4.3(a)
     shall equal the aggregate of the following amounts:

               (i)  the sum of (A) the Participant's Annual
                    Salary through the Date of Termination to the
                    extent not theretofore paid, (B) the product
                    of (1) the Target Incentive and (2) a
                    fraction, the numerator of which is the
                    number of days in such year through the date
                    of Termination, and the denominator of which
                    is 365, and (C) any accrued vacation pay, in
                    each case to the extent not theretofore paid
                    and in full satisfaction of the rights of the
                    Participant thereto;

               (ii) an amount equal to the product of (A) three,
                    and (B) the sum of (1) the Participant's
                    Annual Salary and (2) the higher of the
                    Target Annual Incentive Award or the Annual
                    Incentive Award; and

               (iii)     an amount equal to the difference
                    between (A) the actuarial equivalent of the
                    benefit under the Corporation's qualified
                    defined benefit retirement plan (the
                    "Retirement Plan") and any excess or
                    supplemental retirement plans in which the
                    Participant participates (together, the
                    "SERP") which the Participant would receive
                    if his or her employment continued during the
                    Separation Period, assuming that the
                    Participant's compensation during the
                    Separation Period would have been equal to
                    his or her compensation as in effect
                    immediately before the termination or, if
                    higher, immediately before the WICOR Closing
                    Date or the first date on which a Change in
                    Control of the Corporation occurs, as the
                    case may be, and (B) the actuarial equivalent
                    of the Participant's actual benefit (paid or
                    payable), if any, under the Retirement Plan
                    and the SERP as of the Date of Termination.
                    The actuarial assumptions used for purposes
                    of determining actuarial equivalence shall be
                    no less favorable to the Participant than the
                    most favorable of those in effect under the
                    Retirement Plan and the SERP on the Date of
                    Termination and the WICOR Closing Date or the
                    first date on which a Change in Control of
                    the Corporation occurs, as the case may be.

          (c)  The continued benefits referred to above shall be
     the provision to the Participant and his or her family
     during the Separation Period of medical, dental and life
     insurance benefits as if the Participant's employment had
     not been terminated; provided, however, that if the
     Participant becomes reemployed with another employer and is
     eligible to receive medical or other welfare benefits under
     another employer-provided plan, the medical and other
     welfare benefits described herein shall be secondary to
     those provided under such other plan during such applicable
     period of eligibility.  For purposes of determining
     eligibility (but not the time of commencement of benefits)
     of the Participant for retiree medical, dental and life
     insurance benefits under the Corporation's plans, practices,
     programs and policies, the Participant shall be considered
     to have remained employed during the Separation Period and
     to have retired on the last day of such period.

     To the extent any benefits described in this Section 4.3(c)
cannot be provided pursuant to the appropriate plan or program
maintained for Employees, the Employer shall provide such
benefits outside such plan or program at no additional cost
(including without limitation tax cost) to the Participant.

     IV.4 Other Benefits Payable.  The cash lump sum and
continuing benefits described in Section 4.3 above shall be
payable in addition to, and not in lieu of, all other accrued or
vested or earned but deferred compensation, rights, options or
other benefits which may be owed to a Participant upon or
following termination, including but not limited to accrued
vacation or sick pay, amounts or benefits payable under any bonus
or other compensation plans, stock option plan, stock ownership
plan, stock purchase plan, restricted stock plan, life insurance
plan, health plan, disability plan or similar or successor plan,
but excluding any severance pay under any severance plan,
practice or program or pay in lieu of notice required to be paid
to such Participant under applicable law.

     IV.5 Certain Reduction of Payments by the Corporation.

     Notwithstanding any other provision of this Plan, if any
portion of the Separation Benefits or any other payment under any
other agreement with or plan of the Corporation or the Employer
(in the aggregate "Total Payments"), would constitute an "excess
parachute payment," then the Total Payments to be made to the
Participant shall be reduced such that the value of the aggregate
Total Payments that the Participant is entitled to receive shall
be One Dollar ($1) less than the maximum amount which the
Participant may receive without becoming subject to the tax
imposed by Section 4999 of the Internal Revenue Code (the "Code")
(or any successor provision) or which the Corporation may pay
without loss of deduction under Section 280G(a) of the Code (or
any successor provision).  For purposes of this Plan, the terms
"excess parachute payment" and "parachute payments" shall have
the meaning assigned to them in Section 280G of the Code (or any
successor provision), 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 60
days following delivery of a notice by the Corporation to the
Participant of its belief that there is a payment or benefit due
the Participant which will result in an excess parachute payment
as defined in Section 280G of the Code (or any successor
provision), the Participant and the Corporation, at the
Corporation's expense, shall obtain the opinion (which need not
be unqualified) of the Corporation's independent auditors which
sets forth (A) the amount of the Base Period Income, (B) the
amount and present value of Total Payments and (C) the amount and
present value of any excess parachute payments without regard to
the limitations of this Section 4.5.  As used in this Section
4.5, "Base Period Income" means the Participant's "annualized
includible compensation for the base period" as defined in
Section 280G(d)(1) of the Code (or any successor provision).  For
purposes of such opinion, the value of any noncash benefits or
any deferred payment or benefit shall be determined by the
Corporation's independent auditors in accordance with the
principles of Sections 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 Corporation and
the Participant.  Such opinion shall be dated as of the
Participant's date of termination of employment and addressed to
the Corporation and the Participant and shall be binding, absent
manifest error, upon the Corporation and the Participant.  If
such opinion determines that there would be an excess parachute
payment, the Separation Benefits hereunder or any other payment
determined by such auditors to be includible in Total Payments
shall be reduced or eliminated as specified by the Participant in
writing delivered to the Corporation within 30 days of the
Participant's receipt of such opinion or, if the Participant
fails to so notify the Corporation, then as the Corporation shall
reasonably determine, so that under the bases of calculations set
forth in such opinion there will be no excess parachute payment.
If such auditors so request in connection with the opinion
required by this Section, the Participant and the Corporation
shall obtain, at the Corporation's expense, and the auditors may
rely on in providing the opinion, the advice of a firm of
recognized executive compensation consultants as to the
reasonableness of any item of compensation to be received by the
Participant.  Notwithstanding the foregoing, the calculations
provided for herein shall be based upon the conclusive
presumption that the following are reasonable:  the compensation
payments made under Section 4.3(b)(i) as well as any other
compensation, earned prior to the date of the Participant's
termination of employment pursuant to the Corporation's
compensation programs if such payments would have been made in
the future in any event, even though the timing of such payment
is triggered by the Change of Control.  If the provisions of
Sections 280G and 4999 of the Code (or any successor provisions)
are repealed without succession, then this Section 4.5 shall be
of no further force or effect.

     The Participant shall notify the Corporation in writing of
any claim by the Internal Revenue Service that, if successful,
would subject the Participant to the tax imposed by Section 4999
of the Code.  Such notification shall be given as soon as
practicable, but no later than 10 business days after the
Participant is informed in writing of such claim and shall
apprise the Corporation of the nature of the claim and the date
on which such claim is requested to be paid.  The Participant
shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives notice to the
Corporation (or such shorter period ending on the date that any
payment of taxes with respect to the claim is due).  If the
Corporation notifies the Participant in writing prior to the
expiration of such period that it desires to contest such claim,
the Participant agrees to give the Corporation any information
reasonably requested by the Corporation in writing relating to
such claim, to take such action in connection with contesting
such claim as the Corporation shall reasonably request in writing
from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Corporation, to cooperate with the
Corporation in good faith in order to effectively contest such
claim, to permit the Corporation to control any proceedings
relating to such claim and to permit the Corporation to pursue or
forego any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority with respect to such
claim.  The Corporation shall bear and pay directly all costs and
expenses, including additional interest and penalties, incurred
in connection with such contest.  Further, provided only that
Corporation receives timely written notification from the
Participant with respect to such claim, the Corporation will
indemnify and hold the Participant harmless, on an after-tax
basis, for any excise tax under Section 4999 of the Code
(including interest and penalties thereon), such that the net
amount retained by the Participant after the deduction of any
such excise tax and any interest or penalties thereon (but not
any federal, state or local income tax) would be the same as if
such excise tax had never applied.

     IV.6 Payment Obligations Absolute; Offset for WICOR
Agreements and for Wisconsin Energy Senior Executive Severance
Policy.  Subject to Section 4.5 and except for the WICOR
Agreements offset and offset for the Wisconsin Energy Senior
Executive Severance Policy described below, the obligations of
the Corporation and the Employers to pay the separation benefits
described in Section 4.3 shall be absolute and unconditional and
shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or
other right which the Corporation or any of its Subsidiaries may
have against any Participant.  In no event shall a Participant be
obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to a Participant under
any of the provisions of this Plan, nor shall the amount of any
payment hereunder be reduced by any compensation earned by a
Participant as a result of employment by another employer, except
as specifically provided in Section 4.3(c).  The parties
acknowledge that pursuant to the Merger Agreement the Corporation
(or a Subsidiary) has expressly assumed all of the obligations of
WICOR under certain Key Executive Employment and Severance
Agreements between WICOR and certain Participants dated in 1997
(the "WICOR Agreements").  The WICOR Agreements provide for the
payment of certain cash compensation (the "WICOR Cash Amounts")
and provision of certain benefits (the "WICOR Benefits") to the
Participants covered by a WICOR Agreement under certain
circumstances.  Should the Corporation (or a Subsidiary) become
obligated to make any WICOR Cash Amounts or WICOR Benefits, such
items shall be offset against any cash payments or benefits
otherwise due to such Participant under the terms of this Plan in
the manner provided herein.  The WICOR Cash Amounts shall be
offset dollar-for-dollar against any cash payments otherwise due
under this Plan.  The Corporation's obligation to such
Participant with respect to the SERP referenced in Section
4.3(b)(iii) of this Plan shall be subject to an actuarial
equivalent offset for the value of the additional pension benefit
provided for in Section 8(b)(i) of the WICOR Agreement.  Unless
such Participant elects within 10 days after the Date of
Termination to commence pension benefits immediately, the offset
will be calculated for any such Participant who is younger than
age 63 on the Date of Termination as if such additional pension
benefits were earned over the 2-year period following such
Participant's Date of Termination and became payable at the end
of such period and calculated for any such Participant who is age
63 or older on the Date of Termination as if such additional
pension benefits were earned up until such Participant's 65th
birthday and became payable then.  Actuarial equivalency for this
purpose shall be determined using the interest rate and mortality
table referenced in Article VIII of the SERP.  The Corporation's
obligation to such Participants under Section 4.3(c) hereof with
respect to life insurance and medical and dental benefits shall
be eliminated entirely if the Corporation (or a Subsidiary)
becomes obligated under Section 8(b)(ii) of the WICOR Agreement
to provide welfare benefits of the same type to such Participant
and his or her family, for the period of time that such welfare
benefits are provided under the WICOR Agreement.  However, if at
the end of such period of time, the Separation Period for welfare
benefits of the same type under Section 4.3(c) would not have
expired, then the Corporation shall extend the life insurance,
medical and dental benefits under the terms of Section 4.3(c)
hereof for the remaining balance of the Separation Period.  If
the Corporation (or a Subsidiary) becomes obligated to and
provides outplacement services to any such Participant under
Section 8(b)(iii) of the WICOR Agreement, the cost to the
Corporation (and any Subsidiary) of such services shall be a
dollar-for-dollar offset against any cash payments otherwise due
to such Participant under this Plan.  If any Participant in this
Plan is also a participant under the Wisconsin Energy Senior
Executive Severance Policy adopted by Wisconsin Energy in 1995
(the "SESP") and become entitled to any cash or benefits under
the terms of the SESP, the same shall be offset against any cash
or benefits otherwise due to such Participant under the terms of
this Plan.


                            ARTICLE V
                     PARTICIPATING EMPLOYERS

     This Plan may be adopted by any Subsidiary of the
Corporation.  Upon such adoption, the Subsidiary shall become an
Employer hereunder and the provisions of the Plan shall be fully
applicable to the Employees of that Subsidiary who are
Participants pursuant to Section 3.1.


                           ARTICLE VI
                    SUCCESSOR TO CORPORATION

     This Plan shall bind any successor of the Corporation, its
assets or its businesses (whether direct or indirect, by
purchase, merger, consolidation or otherwise) in the same manner
and to the same extent that the Corporation would be obligated
under this Plan if no succession had taken place.

     In the case of any transaction in which a successor would
not by the foregoing provision or by operation of law be bound by
this Plan, the Corporation shall require such successor expressly
and unconditionally to assume and agree to perform the
Corporation's obligations under this Plan, in the same manner and
to the same extent that the Corporation would be required to
perform if no such succession had taken place.  The term
"Corporation," as used in this Plan, shall mean the Corporation
as hereinbefore defined and any successor or assignee to the
business or assets which by reason hereof becomes bound by this
Plan.


                           ARTICLE VII
               DURATION, AMENDMENT AND TERMINATION

     VII.1     Duration.  This Plan shall be deemed established,
without the need for any further act by the Board, on the
Effective Time of Merger and it shall continue for a period of 2
years after the WICOR Closing Date, on which date it will expire,
unless extended for an additional period or periods by resolution
adopted by the Board.

     However, once the WICOR Closing Date has occurred, then
notwithstanding any other provision of the Plan, the Plan shall
continue in full force and effect and shall not terminate or
expire until after all Participants who become entitled to any
payments hereunder shall have received such payments in full and
all adjustments required to be made pursuant to Sections 4.5 and
4.6 have been made.

     If the Effective Time of Merger has not occurred on or prior
to January 1, 2001, then this Plan will become void and of no
force and effect.

     Pursuant to the Amendment Agreement, the Board has extended
this Plan to continue it on a year by year basis after the
expiration of a period of 2 years following the WICOR Closing
Date.  The Corporation reserves the right, however, to terminate
this Plan at any time by providing written notice of such
termination to each person who is then a Participant at least one
year in advance of the effective date of the Plan's termination.
However, if prior to the effective date of the Plan termination,
a Participant has become entitled to payment of a Separation
Benefit or any other amounts under the Plan, such individual
shall remain a Participant in the Plan until the full amount of
the Separation Benefit and any other amounts payable under the
Plan have been paid to the Participant.

     VII.2     Amendment.  Except as provided in Section 7.1, the
Plan shall not be subject to amendment, change, substitution,
deletion, revocation or termination in any respect which
adversely affects the rights of Participants.  Notwithstanding
any other provision in the Plan, nothing in the Amendment
Agreement shall in any manner alter or diminish or be construed
to alter or diminish the rights of the individuals who are
Participants in this Plan as of the WICOR Closing Date.


     VII.3     Form of Amendment.  The form of any amendment of
the Plan shall be a written instrument signed by a duly
authorized officer or officers of the Corporation, certifying
that the amendment has been approved by the Board.


                          ARTICLE VIII
                          MISCELLANEOUS

     VIII.1    Indemnification.  If a Participant institutes any
legal action in seeking to obtain or enforce or is required to
defend in any legal action the validity or enforceability of, any
right or benefit provided by this Plan, the Corporation or the
Employer will pay for all actual reasonable legal fees and
expenses incurred (as incurred) by such Participant, regardless
of the outcome of such action.

     VIII.2    Employment Status.  This Plan does not constitute
a contract of employment or impose on the Participant or the
Participant's Employer any obligation to retain the Participant
as an Employee, to change the status of the Participant's
employment, or to change the Corporation's policies or those of
its Subsidiaries regarding termination of employment.

     VIII.3    Claim Procedure.  If an Employee or former
Employee makes a written request alleging a right to receive
benefits under this Plan or alleging a right to receive an
adjustment in benefits being paid under the Plan, the Corporation
shall treat it as a claim for benefit.  All claims for benefit
under the Plan shall be sent to the Human Resources Department of
the Corporation and must be received within 90 days after
termination of employment.  If the Corporation determines that
any individual who has claimed a right to receive benefits, or
different benefits, under the Plan is not entitled to receive all
or any part of the benefits claimed, it will inform the claimant
in writing of its determination and the reasons therefor in terms
calculated to be understood by the claimant.  The notice will be
sent within 90 days of the claim unless the Corporation
determines additional time, not exceeding 90 days, is needed.
The notice shall make specific reference to the pertinent Plan
provisions on which the denial is based, and describe any
additional material or information that is necessary.  Such
notice shall, in addition, inform the claimant what procedure the
claimant should follow to take advantage of the review procedures
set forth below in the event the claimant desires to contest the
denial of the claim.  The claimant may within 90 days thereafter
submit in writing to the Corporation a notice that the claimant
contests the denial of his or her claim by the Corporation and
desires a further review.  The Corporation shall within 60 days
thereafter review the claim and authorize the claimant to appear
personally and review pertinent documents and submit issues and
comments relating to the claim to the persons responsible for
making the determination on behalf of the Corporation.  The
Corporation will render its final decision with specific reasons
therefor in writing and will transmit it to the claimant within
60 days of the written request for review, unless the Corporation
determines additional time, not exceeding 60 days, is needed, and
so notifies the Participant.  If the Corporation fails to respond
to a claim filed in accordance with the foregoing within 60 days
or any such extended period, the Corporation shall be deemed to
have denied the claim.

     VIII.4    Validity and Severability.  The invalidity or
unenforceability of any provision of the Plan shall not affect
the validity or enforceability of any other provision of the
Plan, which shall remain in full force and effect, and any
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

     VIII.5    Governing Law.  The validity, interpretation,
construction and performance of the Plan shall in all respects be
governed by the laws of Wisconsin, without reference to
principles of conflict of law, except to the extent preempted by
federal law.

     VIII.6    Notices.  All communications provided for herein
shall be in writing and shall be deemed to have been duly given
when delivered or five business days after having been mailed by
United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the Employer (to the
attention of the Secretary of the Employer) at its principal
executive office and to the Participant at his/her principal
residence, or to such other address as any party may have
furnished to the other in writing in accordance herewith, except
that notices of a change of address shall be effective only upon
receipt.
                           SCHEDULE 1


           Participants Eligible for Tier 1 Separation
             Benefits if the Conditions Specified in
                  Section 4.2(a) are Satisfied:

                         Thomas Schrader
                         Joseph Wenzler
                          Bronson Haase
                         James Donnelly