0000107815-09-000025 Sample Contracts

AMENDED AND RESTATED SENIOR OFFICER EMPLOYMENT AND NON-COMPETE AGREEMENT
Non-Compete Agreement • February 27th, 2009 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

THIS AMENDED AGREEMENT is made as of December 30, 2008 between WISCONSIN ENERGY CORPORATION (the "Company") and Allen Leverett (the "Executive").

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AMENDED AND RESTATED SENIOR OFFICER EMPLOYMENT AND NON-COMPETE AGREEMENT
Senior Officer Employment and Non-Compete Agreement • February 27th, 2009 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

THIS AMENDED AGREEMENT is made as of December 29, 2008 between WISCONSIN ENERGY CORPORATION (the "Company") and GALE KLAPPA (the "Executive").

AMENDED AND RESTATED SENIOR OFFICER, CHANGE IN CONTROL, SEVERANCE AND NON- COMPETE AGREEMENT
Non-Compete Agreement • February 27th, 2009 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

THIS AMENDED AGREEMENT is made as of December 30, 2008 between WISCONSIN ENERGY CORPORATION (the "Company") and Kristine A. Rappé (the "Executive").

December 29, 2008
Wisconsin Energy Corp • February 27th, 2009 • Electric & other services combined

This letter amends and restates your May 22, 2001 letter agreement with Wisconsin Energy Corporation (the "Company") that provides for a special supplemental pension benefit. As you may know, this benefit is subject to Internal Revenue Code Section 409A ("Code Section 409A"), which governs the time and form of payment of non-qualified deferred compensation such as your supplemental pension benefit. This letter amends the time and form of your supplemental pension benefit for compliance with Code Section 409A, effective as of January 1, 2005, as follows:

AMENDED AND RESTATED NON-COMPETE AND SPECIAL SEVERANCE TAX PROTECTION AGREEMENT
Non-Compete and Special Severance Tax Protection Agreement • February 27th, 2009 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT is effective as of January 1, 2008, between WISCONSIN ENERGY CORPORATION (the "Company") and Stephen P. Dickson (the "Executive"). This Agreement amends and restates the agreement made on August 30, 2000, between the Company and the Executive, to comply with Internal Revenue Code Section 409(A), which governs the time and form of payment of non-qualified deferred compensation, including the tax gross-up provided under this Agreement.

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