Exhibit 10.1(b)




                         [WE Letterhead]





July 27, 1999



Mr. Michael B. Sellman
[Home Address]


Re:    Modifications to Your Employment Letter of 1/5/98

Dear Mike:

     This letter is intended to modify, with your agreement, the
terms of our employment letter to you dated January 5, 1998 (the
"Employment Letter").

     Paragraph 6 of the Employment Letter provides for a special
deferred compensation benefit to be held in the "Account" as
defined and paid to you under certain circumstances.  Subject to
your acceptance, the existing Paragraph 6 would be replaced
entirely by the following Paragraphs 6 and 6A:

          "6.  Special Deferred Compensation Benefit:  The
          Company agrees to create a special bookkeeping account
          (the "Account") and to credit the same with Four
          Hundred and Twenty-Two Thousand Dollars ($422,000) as
          of January 1, 1998 and to thereafter adjust the Account
          annually as of December 31 of each year with the same
          investment results (the "Applicable Investment Credit")
          as would have been credited to the Account had it been
          invested as a part of the funds of the Company's
          tax-qualified defined benefit plan, the Retirement
          Account Plan.  In the event a successor company
          acquires the operating license for the Point Beach
          Nuclear Plant and employs you, the annual interest
          credit will equal 4 percent plus 75% of the earnings
          above 4% of a theoretical portfolio invested 60% in the
          S&P 500 index and 40% in the Lehman Brothers Aggregate
          Bond Index. The current value recorded in the Account
          will become payable to you in the manner described in
          paragraph 6A below, less applicable withholding, on the
          first to occur of any of the following events (a
          "Maturity Date"):

          (a)  Your termination of employment with the Company
               for any reason at any time on or after your
               attainment of age 60.

          (b)  Your termination of employment by the Company at
               any time prior to the occurrence of a Maturity
               Date because of death or such disability as
               prevents you from continuing to substantially
               perform the duties of your job.

          (c)  Your discharge by the Company without `Cause' as
               defined below at any time before your attainment
               of age 60 (but your discharge without Cause in
               order to enable you to become a full-time employee
               of Nuclear Management Company, LLC ("NMC") shall
               not be a Maturity Date).

           (d) If you become an employee of NMC, either
               concurrently with or immediately following your
               employment with the Company, then a Maturity Date
               will occur on the first of any of the following
               events:

               (i)   your termination of employment with NMC for
                     any reason at any time on or after your
                     attainment of age 60, or prior thereto
                     because of death or such disability as
                     prevents you from continuing to
                     substantially perform the duties of your
                     job with NMC, or

               (ii)  your discharge by NMC without `Cause' as
                     defined below at any time before your
                     attainment of age 60, provided the Company
                     does not then offer to reemploy you in an
                     executive capacity, or

               (iii) your termination of employment with NMC for
                     any reason at any time after your completion
                     of three years of service with NMC.

          `Cause' means that you shall have prior to any
     termination of employment, engaged in any act of fraud,
     embezzlement, or theft in connection with your duties for
     the Company (and/or NMC), wrongfully disclosed any
     confidential information of the Company or any of its
     affiliates (and/or NMC), or engaged in willful misconduct in
     the performance of your duties for the Company (and/or NMC).

          Should your employment with the Company (and/or NMC as
     provided in subparagraph (d) above) cease prior to the
     occurrence of a Maturity Date, you will forfeit any interest
     in the Account.  Values held in the Account or which become
     payable to you from the Account will not be included or
     taken into consideration in the calculation of any benefits
     due you under any other retirement or welfare benefit plan
     or program of the Company which bases benefits in whole or
     in part on compensation.  The Account will be solely a
     bookkeeping reserve established by the Company as a device
     for determining amounts that may become payable to you and
     any right to receive payments under this paragraph will be
     an unsecured claim against the general assets of the
     Company.  Any claims for payments under this paragraph will
     be subject to same claim procedure rules as apply to the
     Retirement Account Plan.  You will have the right to name a
     beneficiary to receive any benefits that may become payable
     under this paragraph on your death, by filing a written
     notice with the Company on a form prescribed by it.  If you
     fail to designate a beneficiary, any unpaid benefits due
     will be paid to your estate.

          6A.  Method of Payment of Accounts.  Prior to
          August 31, 1999, you will irrevocably specify the
          method of payment for the Account to be made upon the
          occurrence of a Maturity Date.  The available methods
          include:

          (a)  a single lump sum payment as soon as practical
               after the Maturity Date,

          (b)  a single lump sum payment to be made as of the
               last day of the month in which the Applicable
               Investment Credit is determined for the year
               following the year in which the Maturity Date
               occurs,

          (c)  payment over a ten-year period starting with
               1/10th of the total amount credited to the Account
               as of the first business day of the April
               following the occurrence of the Maturity Date, and
               as of the first business day of each April
               thereafter, that fraction of the total remaining
               amount in the Account of which the numerator is 1
               and the denominator is the total remaining
               installments to be paid, or

          (d)  payment over a five-year period (calculated in the
               same fashion as provided in subparagraph (c)
               above, but substituting 1/5th for "1/10th" and
               "five" for "ten" wherever the same appears).

               If you should die before all payments have been
          made under the selected method, the remaining payments
          shall be paid to your beneficiary for the balance of
          the applicable ten or five year period, or under the
          lump sum method, if that was in effect.  If the last
          beneficiary should die before receiving the full amount
          due, then any balance remaining shall be paid in a
          single lump sum to the estate of such beneficiary
          within six months after the Company has been notified
          of such death.   Notwithstanding the above provisions,
          at the time of a Maturity Date you may make a written
          request to the Chairman of the Board for a single sum
          payment of the entire Account balance as soon as
          practical after such Maturity Date.  The Chairman, in
          his sole and absolute discretion, may grant or deny
          such request."

     If you are in agreement with the proposed changes to your
Employment Letter, please indicate your consent in the space
provided below on the enclosed duplicate of this letter and
return one fully signed copy to me.

                                   Very truly yours,


                                   /s/ Richard R. Grigg
                                   _______________________________
                                   Richard R. Grigg
                                   President and COO



I agree to the provisions set forth above.

Dated August 3, 1999.

/s/ Michael B. Sellman
__________________________
Michael B. Sellman