8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

December 3, 2009

Commission		Registrant; State of Incorporation	IRS Employer
File Number		Address; and Telephone Number	Identification No.
001-09057		WISCONSIN ENERGY CORPORATION		39-1391525
	(A Wisconsin Corporation)
	231 West Michigan Street
	P.O. Box 1331
	Milwaukee, WI 53201
	(414) 221-2345
001-01245		WISCONSIN ELECTRIC POWER COMPANY		39-0476280
		(A Wisconsin Corporation)
		231 West Michigan Street
		P.O. Box 2046
		Milwaukee, WI 53201
		(414) 221-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
                                    

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Performance Measures

On December 3, 2009, pursuant to the terms of the Short-Term Performance Plan of Wisconsin Energy Corporation amended and restated effective as of January 1, 2005 (the "STPP"), the Compensation Committee of Wisconsin Energy Corporation's Board of Directors (the "Compensation Committee") established overall performance goals for the upcoming 2010 plan year. In general, the 2010 annual incentive under the STPP will be dependent upon financial achievement determined by Wisconsin Energy's performance against targets for earnings from continuing operations and cash flows, which will be established in the near future. In addition to Wisconsin Energy's targets for earnings from continuing operations and cash flows, officers and employees whose positions principally relate to utility operations are also measured against targets for the aggregate net income of Wisconsin Electric Power Company and Wisconsin Gas LLC, wholly-owned subsidiaries of Wisconsin Energy. Awards can be increased or decreased by up to 10% based upon Wisconsin Energy's performance in the operational areas of customer satisfaction (5%), supplier and workforce diversity (2.5%) and safety (2.5%).

Amendment of the Performance Unit Plan

On December 3, 2009, the Compensation Committee amended and restated the Wisconsin Energy Corporation Performance Unit Plan (the "Performance Unit Plan") effective January 1, 2010, to eliminate the dividend equivalent on future awards. A performance unit granted under this plan entitles the grantee to receive a cash payment based upon Wisconsin Energy's total stockholder return (stock price appreciation plus dividends) over a three-year performance period as compared to the total stockholder return of a custom peer group of companies. Performance units may vest in an amount between 0% and 175% of the target award. Prior to this amendment, whenever Wisconsin Energy declared a dividend on its common stock, a grantee was entitled to receive a cash amount determined by multiplying (a) the number of performance units at the target 100% rate held by the grantee on the dividend declaration date, times (b) the amount of cash dividends paid by Wisconsin Energy on a share of its common stock.

Amendment of the Short-Term Performance Plan

On December 3, 2009, the Compensation Committee amended and restated the STPP effective January 1, 2010, to provide for short-term dividend equivalents. Under the STPP as amended, beginning with the 2010 performance unit grant under the Performance Unit Plan, certain officers and employees are eligible to receive short-term dividend equivalents in an amount equal to the number of performance units at the target 100% rate held by each such officer and employee on the dividend declaration date multiplied by the amount of cash dividends paid by Wisconsin Energy on a share of its common stock on such date. The short-term dividend equivalents will vest at the end of each year if Wisconsin Energy achieves the performance target or targets for that year established by the Compensation Committee in the same manner as the performance targets are established under the STPP for the annual incentive award. For 2010, the Compensation Committee determined that the short-term dividend equivalents will be dependen t upon Wisconsin Energy's performance against a target for earnings from continuing operations, which will be established in the near future.

Amendment of the Death Benefit Only Plan

On December 3, 2009, the Compensation Committee amended the terms of the Death Benefit Only Plan, which is provided to certain designated officers of Wisconsin Energy and its subsidiaries, to eliminate the payment of any benefit once participants in the plan have retired from Wisconsin Energy. Prior to this amendment, if a participant's death occurred post-retirement a benefit was paid to his or her designated beneficiary in an amount equal to the after-tax value of one times final base salary. The plan continues to provide for a benefit in an amount equal to the after-tax value of three times a participant's base salary upon the death of the participant while employed by Wisconsin Energy. This change only affects future retirees, not those who have already retired.

Other Matters

In addition, attached as Exhibit 10.3 are the terms and conditions of restricted stock awards that may be granted under the 1993 Omnibus Stock Incentive Plan, approved by the Compensation Committee on December 3, 2009.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10 Material Contracts

10.1 Wisconsin Energy Corporation Short-Term Performance Plan, as amended and restated effective as of January 1, 2010.

10.2 Wisconsin Energy Corporation Performance Unit Plan, amended and restated effective as of January 1, 2010.

10.3 Terms and Conditions Governing Restricted Stock Awards under the 1993 Omnibus Stock Incentive Plan, approved December 3, 2009.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	WISCONSIN ENERGY CORPORATION
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: December 4, 2009	Stephen P. Dickson - Vice President and Controller
	WISCONSIN ELECTRIC POWER COMPANY
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: December 4, 2009	Stephen P. Dickson - Vice President and Controller

EX-10

Exhibit 10.1

WISCONSIN ENERGY CORPORATION

SHORT-TERM PERFORMANCE PLAN



As Amended and Restated Effective as of January 1, 2010

WISCONSIN ENERGY CORPORATION
SHORT-TERM PERFORMANCE PLAN

The Wisconsin Energy Corporation Short-Term Performance Plan (the "Plan") was established effective January 1, 1992 and later amended and restated effective as of August 15, 2000. The Plan was last 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 is hereby 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 VI.

1. Purpose and Objectives

The purpose of this Plan is to provide an annual incentive compensation plan which permits the awarding of annual cash bonuses to eligible employees of Wisconsin Energy Corporation (the "Company") and/or its subsidiaries, based on the achievement of pre-established performance goals which promote the achievement of shareholder, customer and employee-focused objectives while recognizing individual performance.

2. Eligibility
1. Definition of a "Participant"

The term "Participant" as used in this Plan refers to any key employee of the Company and/or its subsidiaries who is designated for participation in the Plan annually by the Chief Executive Officer of the Company, the Company's Board of Directors (the "Board") or the Compensation Committee of the Board (the "Committee"). Employees designated as Participants of the Plan shall be so notified in writing, and shall be apprised of the performance goals and related target awards for the relevant plan year. For purposes of the Plan, the plan year is the calendar year.

2. Partial Plan Year Participation

Generally, Participants will be in the active employ of the Company prior to the first day of any plan year, but an individual who becomes employed after that date may be designated as a Participant.

In that event, such Participant's final award shall be prorated based upon the number of full calendar months of eligibility during such plan year. The Chief Executive Officer, the Board or the Committee shall have full discretion to determine the proper calculation for such proration, or adjust the target and/or performance awards.

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3. Award Determination
1. Target Award Level

Prior to the beginning of each plan year or as soon as practicable thereafter, the Chief Executive Officer, the Board or the Committee shall approve a target award for each Participant. The established target award shall vary in relation to the Participant's responsibilities and influence on achievement of short-term goals. In the event a Participant's responsibilities change during a plan year, the Participant's target award may be adjusted to reflect the level of responsibility at the end of the plan year.

2. Performance Goals

Prior to the beginning of each plan year, or as soon as practicable thereafter, performance goals for that plan year shall be established with the approval of the Chief Executive Officer, the Board or the Committee. The goals may be based on any combination of corporate, subsidiary, divisional, and/or individual goals. More than one performance goal may be established, and multiple goals may have the same or different weightings. Various achievement levels of performance for each performance goal may be established.

The Chief Executive Officer, the Board or the Committee may also establish one or more Company-wide performance goals which must be achieved for any Participant to receive an award for that plan year.

3. Adjustment of Performance Goals

The Chief Executive Officer, the Board or the Committee may make an adjustment to the performance goals and the target awards (either up or down) during a plan year if it determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals and have unduly influenced the Company's ability to meet them. Further, in the event of a plan year of less than twelve (12) months, the Chief Executive Officer, the Board or the Committee may make an adjustment to the performance goals and the target awards accordingly, at his or its discretion.

4. Final Award Determinations

At the end of each plan year, final awards shall be computed for each Participant as approved by the Chief Executive Officer, the Committee or the Board. Final award amounts may vary above or below the target awards, based on achievement of the pre-established corporate, subsidiary, divisional, and/or individual performance goals.

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5. Award Cap

The Chief Executive Officer, the Committee or the Board may establish guidelines governing the maximum final awards that may be earned by Participants (either in the aggregate, by employee groups established for this purpose, or among individual Participants) in each plan year. The guidelines may be expressed as a percentage of Company-wide goals or financial measures, or such other measures.

6. Pro Rata Target Award Upon a Change in Control

Notwithstanding any other provision of this Plan, upon the occurrence of a "change in control" of the Company as defined in the Company's Omnibus Stock Incentive Plan, and as amended from time to time (which definition is hereby incorporated by reference), each Participant in the employ of the Company or a subsidiary on the effective date of such change in control shall become entitled to the target award established for such Participant for the plan year in which the change in control occurs, but only to the extent that such Participant is not already entitled to a special bonus payout under the provisions of any other agreement. Such target award shall be prorated based on the number of full calendar months of service completed by such Participant during such plan year prior to the occurrence of such change in control.

4. Payment of Final Awards
1. Form and Timing of Payments

Final award payments shall be paid no later than March 15 of the plan year following the plan year in which the award was earned.

2. Awards Under Benefit A - Preservation of Frozen Legacy Pension Make-Whole Benefit

The Company provides a pension make-whole benefit for Participants who are not, nor at any time become, eligible for SERP Benefit A under the Wisconsin Energy Corporation Supplemental Pension Plan. The provisions below as well as the provisions of the 2003 Mezzanine Incentive Plan for WE Power, LLC ("MEZ Plan") and the Legacy Wisconsin Energy Corporation Executive Deferred Compensation Plan ("Legacy EDCP") collectively provide for a pension make-whole benefit with respect to certain historical awards hereunder ("Benefit A" awards), MEZ Plan awards and Legacy EDCP base salary deferrals, each of which are excluded from compensation under the RAP.

The portion of the "pension make-whole benefit" described in this paragraph 2 shall be provided only in relation to those Benefit A awards earned, vested and paid before January 1, 2005 (the "Legacy Pension Make-Whole Benefit"). The Legacy Pension Make-Whole Benefit is not subject to Code Section 409A. Benefit A awards earned and vested on or after January 1, 2005 and the Benefit A


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award earned in 2004, but paid in 2005 shall not be eligible for a pension make-whole benefit hereunder; rather, such awards shall be taken into consideration in determining any pension make-whole benefits payable pursuant to the terms of the Wisconsin Energy Corporation Supplemental Pension Plan. The provisions below describe only the preserved Legacy Pension Make-Whole Benefit.

1. Benefit Description. The Legacy Pension Make-Whole Benefit takes into account compensation attributable to the Benefit A awards hereunder, which are excluded from calculating a Participant's retirement income under the Wisconsin Energy Corporation Retirement Account Plan ("RAP"). The benefit provided is the pension benefit that would have accrued to the Participant's credit under the RAP, taking the Benefit A awards into account calculated without regard to any limitations imposed by the Internal Revenue Code on benefits or compensation, less the pension benefit that actually accrued to the Participant's credit under the RAP. The terms and conditions of the RAP shall provide the governing principles as to the calculation and payment of the additional pension benefit determined hereunder.
2. Vesting. Any Legacy Pension Make-Whole Benefit is immediately vested. Notwithstanding the foregoing, if a Participant becomes eligible for and vests in SERP Benefit A, the Participant will receive SERP Benefit A in lieu of the pension make-whole benefit.
3. Time and Form of Payment. The terms and provisions of the pension make-whole benefit set forth in the Legacy EDCP shall govern the time and form of any Legacy Pension Make-Whole Benefit.
3. Unsecured Interest

No Participant or any other party claiming an interest in amounts earned under the Plan shall have any interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to receive payments under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company.

5. Termination of Employment
1. Termination of Employment Due to Death, Disability or Retirement

In the event a Participant's employment is terminated by reason of death, "Disability," or "Retirement," the final award determined in accordance with Section III(4), shall be reduced to reflect participation prior to termination only. For purposes of this Plan, "Retirement" shall have occurred if the Participant terminates service either on or after age 55 with at least 10 years of service, at or after age 65, and "Disability" shall have the same meaning as in the Company's long-term disability plan. The reduced award shall be determined by multiplying said final award by a fraction, the numerator of which is the number of full months of employment in the plan year and the denominator of which is twelve


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(12). In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date the Chief Executive Officer, the Board or the Committee determines the definition of Disability to have been satisfied.

The final award thus determined shall be paid at the time described in Section IV.1.

2. Termination of Employment for Other Reasons

In the event a Participant's employment is terminated for any reason other than death, Disability, or Retirement, all of the Participant's rights to a final award for the plan year then in progress shall be forfeited. However, except in the event of an employment termination for "Cause," the Chief Executive Officer, the Board or the Committee may waive such provisions and allow payment of a prorated award for the portion of that plan year that the Participant was employed by the Company. In such circumstance, the Chief Executive Officer, Board or Committee, as the case may be, shall determine, in its sole discretion, the amount of such prorated award. In the event a prorated award is payable pursuant to this paragraph 2, payment shall be made no later than March 15 of the plan year following the plan year in which the award was earned. The Chief Executive Officer, the Board or the Committee, as the case may be, each shall have the authority to determine whether a Participant has terminated employment for purposes of this paragraph.

Cause shall be defined as:

1. the willful and continued failure of the Participant to substantially perform the Participant's duties (other than 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, the Committee or an elected officer of the Company which specifically identifies the manner in which the Board, the Committee or the elected officer believes that the Participant has not substantially performed the Participant's duties, or
2. the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. However, no act, or failure to act, on the Participant's part shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.
6. Short-Term Dividend Equivalents
1. Eligibility for Short-Term Dividend Equivalents

A Participant who has also been awarded Performance Units under the Wisconsin Energy Performance Unit Plan shall be eligible to receive Short-Term Dividend Equivalents under this Plan with respect to Performance Units awarded on and


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after January 1, 2010, as further described in this Section. For each plan year that the Company declares a cash dividend on Company common stock and on behalf of each such Participant, the Company shall calculate an amount by multiplying (a) the then outstanding Performance Units at the Target 100% rate for such Performance Units on each dividend declaration date, times (b) the amount of the cash dividend paid by the Company on a share of Company common stock on such date ("Short-Term Dividend Equivalents"). No interest or other earnings shall accrue on Short-Term Dividend Equivalents.

2. Vesting

Short-Term Dividend Equivalents calculated for a plan year shall only be payable upon the attainment of performance goals established prior to the beginning of each plan year (or as soon as practicable thereafter) with the approval of the Chief Executive Officer, the Board or the Committee. The goals established pursuant to this Section VI.2 may be the same as, or different than, those established in relation to the target award and may be adjusted pursuant to the terms of Section III.3. If the performance goals are met, then the Participant will have a vested right to the Short-Term Dividend Equivalents. Vested Short-Term Dividend Equivalents are payable with respect to any outstanding Performance Units for the applicable plan year, irrespective of the vesting and payment conditions of the Performance Units as determined under the Wisconsin Energy Performance Unit Plan.

3. Payment of Short-Term Dividend Equivalents

Vested Short-Term Dividend Equivalents shall be paid to the Participant in a cash lump sum no later than March 15 of the plan year following the plan year in which the Short-Term Dividend Equivalents vest. If the performance goals are met, the amount payable to the Participant shall be the value of the vested Short-Term Dividend Equivalents accumulated on the Participant's behalf through the last day of the plan year.

4. Termination of Employment
1. Termination of Employment Due to Death, Disability or Retirement

In the event a Participant's employment is terminated by reason of death, "Disability," or "Retirement," (as such terms are defined in Section V.1), upon the attainment of performance goals as described in Section VI.2, such Participant shall be entitled to receive those Dividend Equivalents accrued through his or her employment termination date. Section VI.3 shall govern the payment of any such Short-Term Dividend Equivalents. All of the Participant's rights to Short-Term Dividend Equivalents accrued after his or her employment termination date shall be forfeited.

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2. Termination of Employment for Other Reasons

In the event a Participant's employment is terminated for any reason other than death, "Disability," or "Retirement" (as such terms are defined in Section V.1), all of the Participant's rights to Short-Term Dividend Equivalents for the plan year then in progress shall be forfeited. However, except in the event of an employment termination for "Cause" (as defined in Section V.2.a) the Chief Executive Officer, the Board or the Committee may waive such provisions and allow the Participant to remain entitled to those Short-Term Dividend Equivalents accrued while employed by the Company. In such case, Sections VI.2 and VI.3 shall govern the vesting and payment of any Short-Term Dividend Equivalents accrued prior to the Participant's employment termination date. The Chief Executive Officer, the Board or the Committee, as the case may be, each shall have the authority to determine whether a Participant has terminated employment for purposes of this paragraph.

< /OL>
5. Rights of Participants
1. Employment

Nothing in the Plan shall interfere with or limit in any way the right of the Company or employing subsidiary to terminate any Participant's employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any subsidiary.

2. Nontransferability

No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law, or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge, and bankruptcy.

6. Beneficiary Designation

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company and will be effective only when filed in writing with the Company during the Participant's lifetime. In the absence of any such designation, or if the beneficiary predeceases the Participant, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.



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7. Amendments

The Board or the Committee, in its sole discretion, without notice, at any time and from time to time, may modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely; provided, however, that no such modification, amendment, suspension, or termination may, without the consent of a Participant (or his or her beneficiary in the case of the death of the Participant), reduce the right of a Participant (or his or her beneficiary as the case may be) to a payment or distribution hereunder of a final award to which he or she is entitled. The Chief Executive Officer may also make amendments to the Plan at any time, consistent with the authority delegated to the Chief Executive Officer by the Board regarding such amendments.

8. Miscellaneous
1. The Chief Executive Officer, the Board or the Committee may establish, amend or rescind from time to time rules and regulations which are necessary or desirable in connection with the Plan. The Chief Executive Officer may not act on any matter involving his own participation in this Plan. The Company shall have the right to withhold from any amounts payable under this Plan any taxes or other amounts required to be withheld by any governmental authority.
2. Every person receiving or claiming payments under this Plan shall be conclusively presumed to be mentally competent until the date on which the Company receives a written notice, in form and manner acceptable to it, that such person is incompetent and that a guardian, conservator, or other person legally vested with the care of such person's estate has been appointed. In the event a guardian or conservator of the estate of any person receiving or claiming payments under this Plan shall be appointed by a court of competent jurisdiction, payments may be made to such guardian or conservator provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Company. Any such payment so made shall be a complete discharge of any liability therefore.
3. Participation in this Plan, or any modifications thereof, or the payment of any benefits hereunder, shall not be construed as giving to the Participant any right to be retained in the service of the Company or its subsidiaries, limiting in any way the right of the Company or its subsidiaries to terminate the Participant's employment at any time, evidencing any agreement or understanding, express or implied, that the Company or its subsidiaries will employ the Participant in any particular position or at any particular rate of compensation and/or guaranteeing the Participant any right to receive a salary increase in any year, such increase being granted only at the sole discretion of the Compensation Committee of the Board.
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4. The Company, or its subsidiaries, or their Boards of Directors or any committees thereof, or any officer or director of the Company or its subsidiaries or any other person shall not be liable for any act or failure to act hereunder, except for fraud.
5. This Plan shall be governed by and construed in accordance with the laws of the State of Wisconsin, to the extent not preempted by federal law, without reference to conflicts of law principles.

IN WITNESS WHEREOF, the undersigned authorized officer has executed this document as of December 3, 2009, to evidence its adoption by Wisconsin Energy Corporation.

Wisconsin Energy Corporation

By:/s/ Gale E. Klappa
Gale E. Klappa

Its: Chief Executive Officer


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EX-10 3 wecweex10-2.htm WEC WE EXHIBIT 10.2

Exhibit 10.2

Wisconsin Energy Corporation
Performance Unit Plan
(amended and restated effective as of January 1, 2010)

1. Purpose. The purposes of the Wisconsin Energy Corporation Performance Unit Plan (the "Plan") are to enhance the long-term stockholder value of Wisconsin Energy Corporation (the "Company") by reinforcing the incentives of key executives to achieve long-term performance goals of the Company; to link a significant portion of executives' compensation to total shareholder return; to attract and motivate executives and to encourage their continued employment on a competitive basis. The purposes of the Plan are to be achieved by the grant of Performance Units. Capitalized terms used in the Plan shall have the meanings set forth in Section 8 of this Plan, unless the context clearly indicates otherwise. The Plan was originally effective January 1, 2005. The Plan was last amended and restated effective as of October 11, 2007 and is hereby further amended and restated effective as of January 1, 2010.
2. Administration. The Plan shall be administered by the Compensation Committee of the Company's Board of Directors. Subject to the provisions of the Plan, the Committee shall have full and final authority to:
1. designate the employees to whom Performance Units shall be granted;
2. determine the number of Performance Units to be granted to each employee;
3. impose such limitations, restrictions and conditions upon any such Performance Units as the Committee shall deem appropriate;
4. waive in whole or in part any limitations, restrictions or conditions imposed upon any such Performance Units as the Committee shall deem appropriate; and
5. interpret the provisions of the Plan.

All decisions of the Committee shall be final and binding upon all parties including the Company, its stockholders and Employees.

3. Eligibility and Participation. Key employees of the Company and/or its subsidiaries are designated for participation in the Plan by the Committee. The Committee shall also designate the number of Performance Units to be granted to the Employee at the Target 100% rate.
4. Performance Units.
1. Performance Unit Defined. A Performance Unit is a right to receive a cash payment from the Company that is based upon the value of shares of Company Stock and is contingent on the Company's Total Shareholder Return during a three-year performance period. The Committee may establish the three-year performance periods. The Performance Units granted under this Plan will be
   
   reflected in a book account maintained by the Company for each Employee until they have become vested or have been forfeited.
2. Regular Vesting Of Performance Units. Except as otherwise provided in paragraph (c) below, Performance Units shall be vested based upon the Company's rank in Total Shareholder Return over the three-year performance period, relative to selected benchmark electric utilities with similar long-term strategies. The regular vesting schedule for the Performance Units is as set forth in the following schedule:

Percentile Rank	Vesting %
<25th Percentile 25th Percentile Target (50th Percentile) 75th Percentile 90th Percentile or above	0% 25% 100% 125% 175%

The calculation of the Employee's vesting percentage shall be subject to the following rules:

1. The Committee shall select the benchmark electric utilities at the beginning of the three-year performance period.
2. The Committee shall make appropriate changes to the percentile rank calculations to reflect corporate transactions affecting the benchmark electric utilities (e.g., corporate mergers). The Committee's determination regarding such changes shall be binding upon the Company and Employees.
3. In the event that the Company's percentile rank is between the benchmarks identified in the left hand column, the vesting percentage shall be determined by interpolating the appropriate vesting percentage. For example, if the Company ranks 12th best of 30 benchmark electric utilities (or 60th percentile), the vesting percentage would be 110%, and if the Company ranks 6th best of the 30 benchmark electric utilities (or 80th percentile), the vesting percentage would be 141.66%.

Except as provided in paragraph (c) below, any unvested Performance Units are immediately forfeited upon the Employee's cessation of employment with the Company or a subsidiary prior to the completion of the three-year performance period.

3. Special Vesting Of Performance Units. The Performance Units shall become immediately vested at the Target 100% rate upon the occurrence of any of the following events (the "Special Vesting Events"):
1. the termination of the Employee's employment with the Company or a subsidiary by reason of Disability or death, or
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2. the occurrence of a Change in Control of the Company while the Employee is employed by the Company or a subsidiary.

Further, a prorated number of the Performance Units shall become vested upon the termination of the Employee's employment with the Company or a subsidiary by reason of Retirement prior to the end of the three-year performance period. The number of Performance Units becoming vested shall be determined by multiplying the number of Performance Units at the Target 100% rate by a fraction, with the numerator of the fraction being the number of completed calendar months between Employee's Retirement date and the beginning of the performance period and the denominator being thirty-six (36). Therefore, if Employee retires on September 15 of the second year in the three-year performance period, the number of Performance Units becoming vested as a result of Employee's Retirement shall be equal to the number of Performance Units at the Target 100% rate times 20/36.

4. Cash Dividend Adjustment. Whenever the Company declares a cash dividend on Company Stock, an Employee who is employed on the dividend declaration date shall be entitled to receive a cash amount determined by multiplying (a) the number of Performance Units at the Target 100% rate on the dividend declaration date, times (b) the amount of the cash dividend paid by the Company on a share of Company Stock. The deemed dividend equivalent shall be paid to the Employee within a reasonable period of time after the dividends are paid to Company stockholders.

Notwithstanding the foregoing, no deemed dividend equivalents shall accrue or be paid with respect to any Performance Units awarded on or after January 1, 2010.

5. Settlement Of Performance Units. As soon as practicable after the Performance Units become vested pursuant to paragraph (b) or (c) above, the Company shall pay to the Employee an amount in cash determined by multiplying (i) the number of Performance Units which have become vested, by (ii) the Fair Market Value of the Company Stock. In no event shall payment be made later than March 15 of the taxable year following the taxable year in which such Performance Units vest pursuant to paragraph (b) or (c) above.
5. Shareholder Rights; Voting. An Employee shall not, by reason of any Performance Units granted hereunder, have any rights of a shareholder of the Company and shall have no voting rights with respect to any Performance Units.
6. Non-transferability. Performance Units are not transferable otherwise than by will or the laws of descent and distribution. If an Employee dies prior to the payment, any amount payable under the Plan shall be paid to the Employee's "Designated Beneficiary." The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Committee in such form and at such time as the Committee may require. In the absence of a living Designated Beneficiary, any rights or benefits that would have been exercisable by or distributable to the Employee shall be exercised by or distributed to the legal representative of Employee's estate or the person to whom the benefit passes by will or by the laws of descent and distribution.


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7. Adjustments. Notwithstanding any other provision herein, in the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Company Stock, such adjustment shall be made in the number of Performance Units granted to Employees as may be determined by the Committee, in its sole discretion, to be appropriate and equitable to prevent dilution or enlargement of rights.
8. Definitions. For Plan purposes, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:
1. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
2. "Board" shall mean the Board of Directors of the Company
3. "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following subparagraphs shall have occurred:
1. any person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities, excluding any person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (iii) below; or
2. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
3. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation immediately following which the directors of the Company immediately prior to such merger or consolidation continue to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not
   
   4
   including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities; or
4. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement (or series of related agreements) for the sale or disposition by the Company of all or substantially all of the Company's assets, disregarding any sale or disposition to a company at least a majority of the directors of which were directors of the Company immediately prior to such sale or disposition; or
5. the Committee determines in its sole and absolute discretion that there has been a Change in Control of the Company.
4. "Committee" means the Compensation Committee of the Company's Board.
5. "Company" means Wisconsin Energy Corporation, or any successor thereto.
6. "Company Stock" shall mean the common stock of the Company, and such other stock and securities as may be substituted therefor.
7. "Disability" means separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee's job.
8. "Employee" shall mean an employee who has been selected to participate in the Plan by the Committee.
9. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.
10. "Fair Market Value" means:
1. for purposes of determining the amount payable pursuant to paragraph (b), the closing price for a share of Company Stock on the last day in the performance period on which the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is open for active trading; and
2. for purposes of determining the amount payable pursuant to paragraph (c), the closing price for a share of Company Stock on the date the Performance Units become vested pursuant to such paragraph. If the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is not open for active trading on such date, then the nearest date before such date on which the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is open shall be used.

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11. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company.
12. "Plan" means the Wisconsin Energy Corporation Performance Unit Plan.
13. "Retirement" means separation from the service of the Company or a subsidiary at or after age 60.
14. "Total Shareholder Return" means: the calculation of total return (stock price appreciation plus reinvested dividends) for a peer electric utility based upon an initial investment of $100 and subsequent $100 investments at the end of each quarter during the three-year performance period.
9. Tax Withholding. The Company shall have the right to deduct from any payment made under the Plan the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting, payment or settlement of an award under this Plan, or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.
10. Governing Law. The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan.
11. Plan Amendment and Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time, with or without advance notice to Employees, provided that no amendment, modification or termination of the Plan may adversely affect in a material manner any right of any Employee with respect to any Performance Units theretofore granted without such Employee's written consent.

IN WITNESS WHEREOF, the undersigned authorized officer has executed this document as of December 3, 2009, to evidence its adoption by Wisconsin Energy Corporation.

Wisconsin Energy Corporation

By:/s/ Gale E. Klappa
Gale E. Klappa

Its: Chief Executive Officer


6 EX-10 4 wecweex10-3.htm WEC WE EXHIBIT 10.3

Exhibit 10.3


WISCONSIN ENERGY CORPORATION
RESTRICTED STOCK AWARD
TERMS AND CONDITIONS

1. AWARD

Subject to the terms, conditions and restrictions provided in the Notice of Restricted Stock Award (the "Notice"), this Stock Award and the Plan, Wisconsin Energy Corporation (the "Company") grants to the Employee a restricted stock award pursuant to the Wisconsin Energy Corporation Omnibus Stock Incentive Plan as amended and restated effective as of January 1, 2008 (the "Plan"). The Stock Award covers a number of shares of the common stock of the Company, as set forth in the Notice, effective as of the date set forth in the Notice (the "Award Date"). The shares granted under the Stock Award shall be referred to as the "Restricted Stock."

2. RESTRICTED PERIOD; VESTING
1. Restricted Period. During the period beginning on the Award Date and ending on the day before the third anniversary of the Award Date (the "Restricted Period"), to the extent that all or any portion of the Stock Award is not vested, the Employee may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate, voluntarily or involuntarily, shares covered by the nonvested portion of the Stock Award, except by will or the laws of descent and distribution. As the Stock Award vests in accordance with subsection 2(b), the vested portion of the Stock Award shall be free of the foregoing restrictions.
2. Vesting. As long as the Employee remains an employee of the Company or its subsidiaries, the Stock Award will vest over the Restricted Period in accordance with the following schedule:

Years of Service from the Award Date	% of Shares Becoming Vested (rounded to the nearest whole share)
Less than 1	0%
At least 1, but less than 2	33.33%
At least 2, but less than 3	33.33%
At least 3	33.34%

For purposes of the foregoing, "Years of Service" shall mean years of service completed with the Company or a subsidiary. No termination of employment shall be deemed to have occurred by reason of a transfer of the Employee between the Company and a subsidiary or between two subsidiaries.

3. Notwithstanding subsection 2(b), the following provisions shall govern:


1. Termination due to Death or Disability; Occurrence of Change in Control. If, during the Restricted Period, (A) the Employee's employment
   
   
   with the Company and its subsidiaries terminates by reason of the Employee's disability or death or (B) a Change in Control (as defined in paragraph 11 of the Plan) occurs, any unvested portion of the Stock Award shall become fully vested with respect to all shares covered by the Stock Award and all transfer restrictions shall lapse. For purposes of the foregoing, "disability" shall mean separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee's job.



2. Other Termination. If the Employee's employment terminates for any reason other than those described in paragraph (i) during the Restricted Period (excluding transfers as noted under subsection 2(b)), the Employee shall forfeit all shares covered by the unvested portion of the Stock Award (determined above in subsection 2(b)) as of the date of such termination, without any further obligation of the Company to the Employee and all rights of the Employee with respect to such Restricted Stock shall terminate. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, vest shares upon the Employee's termination from employment.


3. RIGHTS DURING RESTRICTED PERIOD

The Employee, during the Restricted Period, shall have the right to vote the Restricted Stock and receive any dividends on the Restricted Stock. Any dividends declared on the Restricted Stock shall be paid in cash at the same time as dividends are declared and paid to shareholders of the Company. Such dividends shall not be subject to the vesting schedule or any other restrictions as exist regarding the original shares of Restricted Stock.

4. CUSTODY

The Restricted Stock may be credited to the Employee in book entry form and shall be held in custody by the Company or an agent for the Company (including, as determined by the Company, under the Company's Stock Plus Plan as directed by the Company) until the applicable restrictions have expired. If any certificates are issued for shares of Restricted Stock during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto.

5. TAX WITHHOLDING

The Company shall be entitled to withhold the amount of any tax attributable to the Stock Award by having a portion of shares withheld to defray all or a portion of any applicable taxes, withhold the required amounts from other compensation payable to the Employee, or such other method determined by the Committee, in its discretion.


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6. IMPACT ON OTHER BENEFITS

The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

7. REGISTRATION
1. Any shares issued pursuant to the Stock Award hereunder shall be shares that are listed for trading on a national securities exchange and registered under the Securities Act of 1933, as amended. The Company does not have an obligation to sell or issue shares that are not so registered. In the event that shares are not effectively registered, but can be issued by virtue of an exemption under the Securities Act of 1933, as amended, the Company may issue shares to the Employee if the Employee represents that such shares are being acquired as an investment and not with a view to, or for sale in connection with, the distribution of any such shares. Certificates for shares issued under the circumstances of the preceding sentence shall bear an appropriate legend reciting such representation.



2. In no event shall the Company be required to sell, issue or deliver shares pursuant to this Stock Award if, in the opinion of the Committee, the issuance thereof would constitute a violation by either the Employee or the Company of any provision of any law or regulation of any governmental authority or any securities exchange. As a condition of any sale or issuance of shares deliverable under the Stock Award, the Company may place legends on the shares, issue stop-transfer orders and require such agreements or undertakings from the Employee as the Company may deem necessary or advisable to assure compliance with any such law or regulation.


8. PLAN GOVERNS

Notwithstanding anything in this Stock Award, the terms of this Stock Award shall be subject to the provisions of the Plan, a copy of which may be obtained by the Employee from a member of the Executive Compensation & Benefits staff. This Award is subject to all interpretations, amendments, rules and regulations established by the Compensation Committee from time to time pursuant to the Plan. In the event of an express conflict between any term, provision or condition of this Stock Award and those of the Plan, the terms, provisions or conditions of the Plan shall control. Any term, condition or provision on which the Award is silent shall be governed and administered in accordance with the terms, conditions or provisions of the Plan.

9. No Employment Rights

Nothing in this Stock Award shall confer upon the Employee the right to continue in the employ of the Company or any of its subsidiaries, or to interfere with or limit the right of the Company or of such subsidiary to terminate the Employee's employment at any time.


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10. Undertaking by Employee

The Employee hereby agrees to take whatever additional actions and execute whatever additional documents the Compensation Committee may, in its discretion, deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Employee pursuant to the express provisions of this Stock Award and the Plan.

11. Binding Effect

This Award shall be binding upon, and inure to the benefit of, the successors and assigns of the Company and upon persons who acquire the right to receive shares covered by the Stock Award hereunder by will or through the laws of descent and distribution.

12. Headings

Headings of the paragraphs contained in this Stock Award are inserted for convenience and reference and shall not be used in interpreting or construing the terms and provisions of the Award.

13. Entire Award; Modification

This Award and the Plan constitutes the entire agreement between the parties with respect to the terms and supersede all prior or written or oral negotiations, commitments, representations and agreements with respect thereto. The terms and conditions set forth in this Stock Award may only be modified or amended in writing, signed by both parties.

14. Severability

In the event any one or more of the provisions of this Stock Award shall be held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions shall be automatically deemed amended, but only to the extent necessary to render such provision or provisions valid, legal and enforceable in such jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Stock Award shall not in any way be affected or impaired thereby.

* * *

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-----END PRIVACY-ENHANCED MESSAGE-----

EX-10

Exhibit 10.2

Wisconsin Energy Corporation
Performance Unit Plan
(amended and restated effective as of January 1, 2010)

1. Purpose. The purposes of the Wisconsin Energy Corporation Performance Unit Plan (the "Plan") are to enhance the long-term stockholder value of Wisconsin Energy Corporation (the "Company") by reinforcing the incentives of key executives to achieve long-term performance goals of the Company; to link a significant portion of executives' compensation to total shareholder return; to attract and motivate executives and to encourage their continued employment on a competitive basis. The purposes of the Plan are to be achieved by the grant of Performance Units. Capitalized terms used in the Plan shall have the meanings set forth in Section 8 of this Plan, unless the context clearly indicates otherwise. The Plan was originally effective January 1, 2005. The Plan was last amended and restated effective as of October 11, 2007 and is hereby further amended and restated effective as of January 1, 2010.
2. Administration. The Plan shall be administered by the Compensation Committee of the Company's Board of Directors. Subject to the provisions of the Plan, the Committee shall have full and final authority to:
1. designate the employees to whom Performance Units shall be granted;
2. determine the number of Performance Units to be granted to each employee;
3. impose such limitations, restrictions and conditions upon any such Performance Units as the Committee shall deem appropriate;
4. waive in whole or in part any limitations, restrictions or conditions imposed upon any such Performance Units as the Committee shall deem appropriate; and
5. interpret the provisions of the Plan.

All decisions of the Committee shall be final and binding upon all parties including the Company, its stockholders and Employees.

3. Eligibility and Participation. Key employees of the Company and/or its subsidiaries are designated for participation in the Plan by the Committee. The Committee shall also designate the number of Performance Units to be granted to the Employee at the Target 100% rate.
4. Performance Units.
1. Performance Unit Defined. A Performance Unit is a right to receive a cash payment from the Company that is based upon the value of shares of Company Stock and is contingent on the Company's Total Shareholder Return during a three-year performance period. The Committee may establish the three-year performance periods. The Performance Units granted under this Plan will be
   
   reflected in a book account maintained by the Company for each Employee until they have become vested or have been forfeited.
2. Regular Vesting Of Performance Units. Except as otherwise provided in paragraph (c) below, Performance Units shall be vested based upon the Company's rank in Total Shareholder Return over the three-year performance period, relative to selected benchmark electric utilities with similar long-term strategies. The regular vesting schedule for the Performance Units is as set forth in the following schedule:

Percentile Rank	Vesting %
<25th Percentile 25th Percentile Target (50th Percentile) 75th Percentile 90th Percentile or above	0% 25% 100% 125% 175%

The calculation of the Employee's vesting percentage shall be subject to the following rules:

1. The Committee shall select the benchmark electric utilities at the beginning of the three-year performance period.
2. The Committee shall make appropriate changes to the percentile rank calculations to reflect corporate transactions affecting the benchmark electric utilities (e.g., corporate mergers). The Committee's determination regarding such changes shall be binding upon the Company and Employees.
3. In the event that the Company's percentile rank is between the benchmarks identified in the left hand column, the vesting percentage shall be determined by interpolating the appropriate vesting percentage. For example, if the Company ranks 12th best of 30 benchmark electric utilities (or 60th percentile), the vesting percentage would be 110%, and if the Company ranks 6th best of the 30 benchmark electric utilities (or 80th percentile), the vesting percentage would be 141.66%.

Except as provided in paragraph (c) below, any unvested Performance Units are immediately forfeited upon the Employee's cessation of employment with the Company or a subsidiary prior to the completion of the three-year performance period.

3. Special Vesting Of Performance Units. The Performance Units shall become immediately vested at the Target 100% rate upon the occurrence of any of the following events (the "Special Vesting Events"):
1. the termination of the Employee's employment with the Company or a subsidiary by reason of Disability or death, or
2

2. the occurrence of a Change in Control of the Company while the Employee is employed by the Company or a subsidiary.

Further, a prorated number of the Performance Units shall become vested upon the termination of the Employee's employment with the Company or a subsidiary by reason of Retirement prior to the end of the three-year performance period. The number of Performance Units becoming vested shall be determined by multiplying the number of Performance Units at the Target 100% rate by a fraction, with the numerator of the fraction being the number of completed calendar months between Employee's Retirement date and the beginning of the performance period and the denominator being thirty-six (36). Therefore, if Employee retires on September 15 of the second year in the three-year performance period, the number of Performance Units becoming vested as a result of Employee's Retirement shall be equal to the number of Performance Units at the Target 100% rate times 20/36.

4. Cash Dividend Adjustment. Whenever the Company declares a cash dividend on Company Stock, an Employee who is employed on the dividend declaration date shall be entitled to receive a cash amount determined by multiplying (a) the number of Performance Units at the Target 100% rate on the dividend declaration date, times (b) the amount of the cash dividend paid by the Company on a share of Company Stock. The deemed dividend equivalent shall be paid to the Employee within a reasonable period of time after the dividends are paid to Company stockholders.

Notwithstanding the foregoing, no deemed dividend equivalents shall accrue or be paid with respect to any Performance Units awarded on or after January 1, 2010.

5. Settlement Of Performance Units. As soon as practicable after the Performance Units become vested pursuant to paragraph (b) or (c) above, the Company shall pay to the Employee an amount in cash determined by multiplying (i) the number of Performance Units which have become vested, by (ii) the Fair Market Value of the Company Stock. In no event shall payment be made later than March 15 of the taxable year following the taxable year in which such Performance Units vest pursuant to paragraph (b) or (c) above.
5. Shareholder Rights; Voting. An Employee shall not, by reason of any Performance Units granted hereunder, have any rights of a shareholder of the Company and shall have no voting rights with respect to any Performance Units.
6. Non-transferability. Performance Units are not transferable otherwise than by will or the laws of descent and distribution. If an Employee dies prior to the payment, any amount payable under the Plan shall be paid to the Employee's "Designated Beneficiary." The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Committee in such form and at such time as the Committee may require. In the absence of a living Designated Beneficiary, any rights or benefits that would have been exercisable by or distributable to the Employee shall be exercised by or distributed to the legal representative of Employee's estate or the person to whom the benefit passes by will or by the laws of descent and distribution.


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7. Adjustments. Notwithstanding any other provision herein, in the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Company Stock, such adjustment shall be made in the number of Performance Units granted to Employees as may be determined by the Committee, in its sole discretion, to be appropriate and equitable to prevent dilution or enlargement of rights.
8. Definitions. For Plan purposes, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:
1. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
2. "Board" shall mean the Board of Directors of the Company
3. "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following subparagraphs shall have occurred:
1. any person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities, excluding any person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (iii) below; or
2. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
3. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation immediately following which the directors of the Company immediately prior to such merger or consolidation continue to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not
   
   4
   including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities; or
4. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement (or series of related agreements) for the sale or disposition by the Company of all or substantially all of the Company's assets, disregarding any sale or disposition to a company at least a majority of the directors of which were directors of the Company immediately prior to such sale or disposition; or
5. the Committee determines in its sole and absolute discretion that there has been a Change in Control of the Company.
4. "Committee" means the Compensation Committee of the Company's Board.
5. "Company" means Wisconsin Energy Corporation, or any successor thereto.
6. "Company Stock" shall mean the common stock of the Company, and such other stock and securities as may be substituted therefor.
7. "Disability" means separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee's job.
8. "Employee" shall mean an employee who has been selected to participate in the Plan by the Committee.
9. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.
10. "Fair Market Value" means:
1. for purposes of determining the amount payable pursuant to paragraph (b), the closing price for a share of Company Stock on the last day in the performance period on which the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is open for active trading; and
2. for purposes of determining the amount payable pursuant to paragraph (c), the closing price for a share of Company Stock on the date the Performance Units become vested pursuant to such paragraph. If the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is not open for active trading on such date, then the nearest date before such date on which the New York Stock Exchange (or such other exchange or over the counter on which Company Stock is listed) is open shall be used.

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11. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company.
12. "Plan" means the Wisconsin Energy Corporation Performance Unit Plan.
13. "Retirement" means separation from the service of the Company or a subsidiary at or after age 60.
14. "Total Shareholder Return" means: the calculation of total return (stock price appreciation plus reinvested dividends) for a peer electric utility based upon an initial investment of $100 and subsequent $100 investments at the end of each quarter during the three-year performance period.
9. Tax Withholding. The Company shall have the right to deduct from any payment made under the Plan the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting, payment or settlement of an award under this Plan, or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.
10. Governing Law. The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan.
11. Plan Amendment and Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time, with or without advance notice to Employees, provided that no amendment, modification or termination of the Plan may adversely affect in a material manner any right of any Employee with respect to any Performance Units theretofore granted without such Employee's written consent.

IN WITNESS WHEREOF, the undersigned authorized officer has executed this document as of December 3, 2009, to evidence its adoption by Wisconsin Energy Corporation.

Wisconsin Energy Corporation

By:/s/ Gale E. Klappa
Gale E. Klappa

Its: Chief Executive Officer

6

EX-10

Exhibit 10.3

WISCONSIN ENERGY CORPORATION
RESTRICTED STOCK AWARD
TERMS AND CONDITIONS