Wisconsin Electric Power Co Sample Contracts

Wisconsin Electric Power Co – WEC ENERGY GROUP SUPPLEMENTAL PENSION PLAN (February 26th, 2019)

The Plan was established effective January 1, 2005 and is known as the "WEC Energy Group Supplemental Pension Plan." Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Supplemental Pension Plan.

Wisconsin Electric Power Co – EXECUTIVE DEFERRED COMPENSATION PLAN (February 26th, 2019)

The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contributed materially to the continued growth, development and business success of Wisconsin Energy Corporation, the predecessor of WEC Energy Group, Inc., and its former subsidiaries, if any, that sponsored this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. The Plan was amended and restated effective as of July 23, 2004 (except as otherwise specifically provided, including amendments approved for equity‑based deferrals or Company stock investments credited on or after November 2, 2005).

Wisconsin Electric Power Co – WEC ENERGY GROUP NON-QUALIFIED RETIREMENT SAVINGS PLAN (February 26th, 2019)

The Plan was established effective January 1, 2015 and is known as the "WEC Energy Group Non-qualified Retirement Savings Plan." Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Non-qualified Retirement Savings Plan.

Wisconsin Electric Power Co – WEC ENERGY GROUP (February 26th, 2019)

The Plan was established effective January 1, 1992 and is known as the "WEC Energy Group Short‑Term Performance Plan" (the "Plan"). Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Short‑Term Performance Plan. The Plan was amended and restated effective as of August 15, 2000. The Plan was further amended and restated effective as of January 1, 2005 to (1) preserve certain pension make‑whole benefits derived from compensation paid and credited before January 1, 2005 provided the benefits were otherwise vested as of December 31, 2004 and therefore exempt from section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) specify payment of Plan awards pursuant to the short‑term deferral rules of Treasury Regulation section 1.409A‑1(b)(4). The Plan was further amended and restated effective as of January 1, 2010 to provide for the accrual and payment of short‑term dividend equivalents pursuant to section 6. Effective January 1, 2016, th

Wisconsin Electric Power Co – WEC ENERGY GROUP SUPPLEMENTAL LONG TERM DISABILITY PLAN (February 26th, 2019)

The WEC Energy Group Supplemental Long Term Disability Plan (the “Plan”) (formerly, the Wisconsin Energy Corporation Supplemental Long Term Disability Plan) was created effective as of April 29, 2003, to provide special supplemental long term disability benefits for eligible participants. The Plan is amended and restated effective as of January 1, 2017.

Wisconsin Electric Power Co – WEC ENERGY GROUP EXECUTIVE DEFERRED COMPENSATION PLAN (February 26th, 2019)

The Plan was established effective January 1, 2005 and is known as the "WEC Energy Group Executive Deferred Compensation Plan." Prior to January 1, 2016, the Plan was known as the Wisconsin Energy Corporation Executive Deferred Compensation Plan.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 17 OF WISCONSIN ELECTRIC POWER COMPANY (October 4th, 2018)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 17 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company by resolutions duly adopted by said Board effective as of January 1, 2018; and I do further certify that said Securities Resolution No. 17 has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (October 4th, 2018)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $300,000,000 aggregate principal amount of the 4.30% Debentures due October 15, 2048 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 16 OF WISCONSIN ELECTRIC POWER COMPANY (November 18th, 2015)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 16 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Executive Vice President and Chief Financial Officer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 4, 2014; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (November 18th, 2015)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $250,000,000 aggregate principal amount of the 4.30% Debentures due December 15, 2045 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 15 OF WISCONSIN ELECTRIC POWER COMPANY (May 20th, 2015)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 15 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 4, 2014; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (May 20th, 2015)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $250,000,000 aggregate principal amount of the 3.10% Debentures due 2025 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – Wisconsin Energy Corporation Performance Unit Plan (amended and restated effective as of January 1, 2015) (December 10th, 2014)
Wisconsin Electric Power Co – WISCONSIN ENERGY CORPORATION TERMS and CONDITIONS GOVERNING NON-QUALIFIED STOCK OPTION AWARD 2015 (December 10th, 2014)
Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (May 15th, 2014)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $250,000,000 aggregate principal amount of the 4.25% Debentures due 2044 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 14 OF WISCONSIN ELECTRIC POWER COMPANY (May 15th, 2014)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 14 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 5, 2013; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 13 OF WISCONSIN ELECTRIC POWER COMPANY (June 13th, 2013)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 13 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Executive Vice President and Chief Financial Officer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 6, 2012; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (June 13th, 2013)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $250,000,000 aggregate principal amount of the 1.70% Debentures due 2018 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 12 OF WISCONSIN ELECTRIC POWER COMPANY (December 11th, 2012)

I, Keith H. Ecke, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 12 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Executive Vice President, Chief Financial Officer and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 1, 2011; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (December 11th, 2012)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $250,000,000 aggregate principal amount of the 3.65% Debentures due 2042 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 11 OF WISCONSIN ELECTRIC POWER COMPANY (September 13th, 2011)

I, Susan H. Martin, Vice President and Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 11 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 2, 2010; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (September 13th, 2011)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) $300,000,000 aggregate principal amount of the 2.95% Debentures due 2021 (the “Securities”). The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”).

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 10 OF WISCONSIN ELECTRIC POWER COMPANY (December 15th, 2009)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 10 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 4, 2008; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (December 15th, 2009)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) the aggregate principal amount of one or more new series of its debt securities (the “Securities”) with the terms set forth in Schedule B hereto. The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (December 11th, 2008)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to the underwriters (collectively, the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) the aggregate principal amount of one or more new series of its debt securities (the “Securities”) with the terms set forth in Schedule B hereto. The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 9 OF WISCONSIN ELECTRIC POWER COMPANY (December 11th, 2008)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 9 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at meetings duly called and held on December 6, 2007 and October 16, 2008; that a quorum of said Board was present at said meetings and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (October 1st, 2008)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) the aggregate principal amount of one or more new series of its debt securities (the “Securities”) with the terms set forth in Schedule B hereto. The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 8 OF WISCONSIN ELECTRIC POWER COMPANY (October 1st, 2008)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 8 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 6, 2007; that a quorum of said Board was present at said meeting and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – WISCONSIN ELECTRIC POWER COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT (November 7th, 2006)

Wisconsin Electric Power Company, a Wisconsin corporation (the “Company”), proposes to issue and sell to one or more underwriters (the “Underwriters”) named in Schedule A to this underwriting agreement (this “Agreement”) the aggregate principal amount of one or more new series of its debt securities (the “Securities”) with the terms set forth in Schedule B hereto. The Securities will be issued under an indenture, dated as of December 1, 1995 (the “Indenture”), between the Company and U.S. Bank National Association (as successor to Firstar Trust Company), as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Securities being determined at the time of sale.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 7 OF WISCONSIN ELECTRIC POWER COMPANY (November 7th, 2006)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 7 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on December 12, 2005; that a quorum of said Board was present at said meeting and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – CERTIFIED COPY OF SECURITIES RESOLUTION NO. 6 OF WISCONSIN ELECTRIC POWER COMPANY (November 23rd, 2004)

I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the “Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution No. 6 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National Association, as successor to Firstar Trust Company, as Trustee, which has been duly adopted by the Treasurer of the Company pursuant to authorization delegated to him by the Board of Directors of the Company at a meeting duly called and held on the 11th day of February, 2004; that a quorum of said Board was present at said meeting and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full force and effect.

Wisconsin Electric Power Co – PORT WASHINGTON II FACILITY LEASE AGREEMENT between PORT WASHINGTON GENERATING STATION LLC as Lessor and WISCONSIN ELECTRIC POWER COMPANY as Lessee Dated as of May 28, 2003 (August 6th, 2003)

This PORT WASHINGTON II FACILITY LEASE AGREEMENT, dated as of May 28, 2003 (this "Facility Lease"), is between Port Washington Generating Station LLC, a Wisconsin limited liability company, as lessor ("Lessor"), and Wisconsin Electric Power Company, a Wisconsin corporation, as lessee ("Lessee"). Lessee and Lessor are sometimes herein referred to as a "Party" and collectively as the "Parties".

Wisconsin Electric Power Co – PORT WASHINGTON I FACILITY LEASE AGREEMENT between PORT WASHINGTON GENERATING STATION LLC as Lessor and WISCONSIN ELECTRIC POWER COMPANY as Lessee Dated as of May 28, 2003 (August 6th, 2003)

This PORT WASHINGTON I FACILITY LEASE AGREEMENT, dated as of May 28, 2003 (this "Facility Lease"), is between Port Washington Generating Station LLC, a Wisconsin limited liability company, as lessor ("Lessor"), and Wisconsin Electric Power Company, a Wisconsin corporation, as lessee ("Lessee"). Lessee and Lessor are sometimes herein referred to as a "Party" and collectively as the "Parties".

Wisconsin Electric Power Co – AMENDED AND RESTATED SENIOR OFFICER EMPLOYMENT, CHANGE IN CONTROL, SEVERANCE, SPECIAL PENSION AND NON-COMPETE AGREEMENT (August 7th, 2002)

THIS AMENDED AND RESTATED SENIOR OFFICER EMPLOYMENT, CHANGE IN CONTROL, SEVERANCE AND NON-COMPETE AGREEMENT (the "Agreement") is made as of this 1st day of May, 2002 between WISCONSIN ENERGY CORPORATION (the "Company") and PAUL DONOVAN (the "Executive").

Wisconsin Electric Power Co – AFFILIATED INTEREST AGREEMENT (November 13th, 2001)

AFFILIATED INTEREST AGREEMENT ----------------------------- THIS AGREEMENT is made and entered into this 1st day of May, 2001, by and among Wisconsin Energy Corporation ("Wisconsin Energy"), the Utility Affiliates (as defined below) and the other Nonutility Affiliates (as defined below) in the holding company system of Wisconsin Energy which have become parties hereto by signature below or by endorsement as provided herein. W I T N E S S E T H WHEREAS, the Wisconsin Energy is a "holding company" as defined in Sec. 196.795(1)(h), Wis. Stats.; and WHEREAS, the Utility Affiliates are public utilities in the holding company system of Wisconsin Energy and are "public utility affiliates" as defined in Sec. 196.795(1)(L), Wis. Stats.; and WHEREAS, the Nonutility Affiliates (including Wisconsin Energy) are companies in the holding company system of Wisconsin Energy and are "nonutility affili