WISCONSIN ENERGY CORP, S-8, 2000-04-27

WISCONSIN ENERGY CORP
S-8, 2000-04-27
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>

Registration No. 333-

As filed with the Securities and Exchange Commission on April 27, 2000

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

WISCONSIN 39-1391525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

231 West Michigan Street
P. O. Box 2949
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)

------------------

Wisconsin Gas Company Wisconsin Gas Company Hypro Corporation 401(k)
Local No. 7-0018 Savings Plan Employees' Savings Plan and Profit Sharing Plan

Wisconsin Gas Company Sta-Rite Industries SHURflo 401(k)
Local 7-0018-1 Savings Plan Incentive Savings Plan Profit Sharing Plan
(Full title of the plans)

-------------------

PAUL DONOVAN
Senior Vice President and Chief Financial Officer
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, Wisconsin 53201
(Name and address of agent for service)

(414) 221-2345
(Telephone number, including area code, of agent for service)

Copy to:
BRUCE C. DAVIDSON
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered(1) Registered (1) Per Share(2) Price(2) Fee
------------------- -------------- -------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 2,000,000 shares $20.9375 $41,875,000 $11,055
</TABLE>

(1) Consists of the following number of shares to be registered for each of
the plans covered by this registration statement:

o Wisconsin Gas Company Local 7-0018 Savings Plan 200,000 shares
o Wisconsin Gas Company Local 7-0018-1 Savings Plan 100,000 shares
o Wisconsin Gas Company Employees' Savings Plan 1,100,000 shares
o Sta-Rite Industries Incentive Savings Plan 400,000 shares
o Hypro Corporation 401(k) and Profit Sharing Plan 100,000 shares
o SHURflo 401(k) Profit Sharing Plan 100,000 shares

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein. The plans are maintained for the benefit of employees
of WICOR, Inc. and its subsidiaries. WICOR became a wholly owned
subsidiary of the registrant on April 26, 2000, through the merger of a
wholly owned subsidiary of the registrant with and into WICOR pursuant
to an Agreement and Plan of Merger dated as of June 27, 1999, as
amended as of September 9, 1999, by and among the registrant, WICOR and
CEW Acquisition, Inc.

(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon the average of the high and low sales
prices of the registrant's common stock on the New York Stock Exchange
Composite Tape on April 20, 2000.
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Wisconsin Energy Corporation (the
"registrant") (Commission File No. 001-09057) and the Wisconsin Gas Company
Local 7-0018 Savings Plan, the Wisconsin Gas Company Local 7-0018-1 Savings
Plan, the Wisconsin Gas Company Employees' Savings Plan, the Sta-Rite Industries
Incentive Savings Plan, the Hypro Corporation 401(k) and Profit Sharing Plan,
and the SHURflo 401(k) Profit Sharing Plan (the "plans") with the Securities and
Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 are incorporated herein by reference:

o Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as amended by Amendment No. 1 on Form
10-K/A.

o Registrant's Current Report on Form 8-K dated April 26, 2000.

o Description of the registrant's common stock contained in the
registrant's Current Report on Form 8-K dated September 1,
1999, which updates and supersedes the description of the
common stock incorporated by reference in the registrant's
Registration Statement on Form 8-B dated January 7, 1987, as
previously updated by the Registrant's Current Report on Form
8-K dated October 31, 1991; and any future amendment or report
filed for the purpose of updating such description.

o Annual Report on Form 11-K filed by the plans for the fiscal
year ended December 31, 1998.

All documents subsequently filed by the registrant or the plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities of
fered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be in corporated by reference herein and to be a part
hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4. Description of Securities.

Not applicable. See second bullet point in Item 3 above.

-1-
<PAGE>

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Wisconsin Energy is incorporated under the Wisconsin Business
Corporation Law (the "WBCL").

Under Section 180.0851(1) of the WBCL, Wisconsin Energy is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Wisconsin Energy. In all other cases, Wisconsin Energy is
required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Wisconsin Energy, unless it is determined
that he or she breached or failed to perform a duty owed to Wisconsin Energy and
the breach or failure to perform constitutes: (i) a willful failure to deal
fairly with Wisconsin Energy or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Wisconsin Energy's Restated Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

Under Section 180.0833 of the WBCL, directors of Wisconsin Energy
against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which
they approved are entitled to contribution from other directors who approved
such actions and from shareholders who knowingly accepted an improper dividend
or distribution, as provided therein.

Articles V and VI of Wisconsin Energy's Bylaws provide that Wisconsin
Energy will indemnify to the fullest extent permitted by law any person who is
or was a party or threatened to be made a party to any legal proceeding by
reason of the fact that such person is or was a director or officer of Wisconsin
Energy, or is or was serving at the request of Wisconsin Energy as a director or
officer of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such legal proceeding. Wisconsin Energy's
Restated Articles of Incorporation and Bylaws do not limit the indemnification
to which directors and officers are entitled under the WBCL.

Officers and directors of Wisconsin Energy are covered by insurance
policies purchased by Wisconsin Energy under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.

-2-
<PAGE>

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the

-3-
<PAGE>

registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

-4-
<PAGE>

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on April 27, 2000.

WISCONSIN ENERGY CORPORATION

By: /s/ RICHARD A. ABDOO
---------------------
Richard A. Abdoo, Chairman of the Board,
President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Richard A. Abdoo and
Paul Donovan, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person, individually,
and in each capacity stated below or otherwise, and to file, any and all
amendments to this registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.*

Signature and Title
- -------------------

/s/ RICHARD A. ABDOO
- -----------------------------------------------
Richard A. Abdoo, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer and Director)

/s/ PAUL DONOVAN
- -----------------------------------------------
Paul Donovan, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

/s/ STEPHEN P. DICKSON
- -----------------------------------------------
Stephen P. Dickson, Controller
(Principal Accounting Officer)

/s/ JOHN F. AHEARNE
- -----------------------------------------------
John F. Ahearne, Director

/s/ JOHN F. BERGSTROM
- -----------------------------------------------
John F. Bergstrom, Director

/s/ BARBARA L. BOWLES
- -----------------------------------------------
Barbara L. Bowles, Director

/s/ ROBERT A. CORNOG
- -----------------------------------------------
Robert A. Cornog, Director

/s/ WILLIE D. DAVIS
- -----------------------------------------------
Willie D. Davis, Director

/s/ RICHARD R. GRIGG
- -----------------------------------------------
Richard R. Grigg, Director

/s/ JOHN N. MACDONOUGH
- -----------------------------------------------
John N. MacDonough, Director

/s/ JULIA B. NORTH
- -----------------------------------------------
Julia B. North, Director

/s/ FREDERICK P. STRATTON, JR.
- -----------------------------------------------
Frederick P. Stratton, Jr., Director

/s/ GEORGE E. WARDEBERG
- -----------------------------------------------
George E. Wardeberg, Director

* Each of the above signatures is affixed as of April 27, 2000.

S-1
<PAGE>

The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer each of the employee benefit plans)
have duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, on April 27, 2000.

WISCONSIN GAS COMPANY
LOCAL 7-0018 SAVINGS PLAN

WISCONSIN GAS COMPANY
LOCAL 7-0018-1 SAVINGS PLAN

WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN

By: Wisconsin Gas Company Employee Benefit
Plans Committee

/s/ JOSEPH P. WENZLER
- -----------------------------------------------
Joseph P. Wenzler

/s/ BRONSON J. HAASE
- -----------------------------------------------
Bronson J. Haase

/s/ JAMES J. MONNAT
- -----------------------------------------------
James J. Monnat

/s/ ROBERT A. NUERNBERG
- -----------------------------------------------
Robert A. Nuernberg

/s/ WALLACE E. ZEDDUN
- -----------------------------------------------
Wallace E. Zeddun

STA-RITE INDUSTRIES
INCENTIVE SAVINGS PLAN

By: Sta-Rite Industries Employee Benefit Plans
Administration Committee

By: /s/ JAMES J. MONNAT
- -----------------------------------------------
James J. Monnat

HYPRO CORPORATION 401(k) AND PROFIT
SHARING PLAN

By: Hypro Corporation

By: /s/ JOSEPH P. WENZLER
- -----------------------------------------------
Joseph P. Wenzler, Treasurer and Secretary

SHURFLO 401(k) PROFIT SHARING PLAN

By: Advisory Committee

/s/ J. RUSSELL PHILLIPS
- -----------------------------------------------
J. Russell Phillips

/s/ NORMAN A. ALEXANDER
- -----------------------------------------------
Norman A. Alexander

/s/ KEVIN S. McLEAN
- -----------------------------------------------
Kevin S. McLean

/s/ KATHLEEN M. ROBE
- -----------------------------------------------
Kathleen M. Robe

/s/ JANET M. SCOTT
- -----------------------------------------------
Janet M. Scott

S-2
<PAGE>

WISCONSIN ENERGY CORPORATION
(the "registrant")
Commission File No. 001-09057

EXHIBIT INDEX
TO
S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
Incorporated herein
Exhibit No. Description by reference to Filed herewith
----------- ----------- --------------- --------------
<S> <C> <C> <C>
4.1 Restated Articles of Incorporation of registrant Exhibit (3)-1 to the
registrant's Form 10-Q
for the quarter ended
June 30, 1995

4.2 Bylaws of registrant Exhibit 3.2 to the
registrant's Form 10-K
for the year ended
December 31, 1999

4.3 Wisconsin Gas Company Local 7-0018 Savings x
Plan (As Amended and Restated Effective in
2000)

4.4 Wisconsin Gas Company Local 7-0018-1 x
Savings Plan (As Amended and Restated
Effective in 2000)

4.5 Wisconsin Gas Company Employees' Savings x
Plan (As Amended and Restated Effective in
2000)

4.6 Sta-Rite Industries Incentive Savings Plan (As x
Amended and Restated Effective April 26,
2000)

4.7 Hypro Corporation 401(k) and Profit Sharing x
Plan [(As Amended and Restated Effective
January 1, 1997)

4.8(a) Adoption Agreement #005 for Nonstandardized Exhibit 4.1 to x
Code Section 401(k) Profit Sharing Plan dated WYCOR's
December 22, 1997 between SHURflo Pump Registration Statement
Manufacturing Company and Marshall & Ilsley on Form S-8 (Reg. No.
Trust Company, including Marshall & Ilsley Trust 033-43257)
Company Defined Contribution Master Plan and
Trust Agreement

4.8(b) WICOR, Inc. Master Savings Trust Agreement Exhibit 4.2 to
dated October 1, 1996 between WICOR, Inc. and WYCOR's
Marshall & Ilsley Trust Company Registration Statement
on Form S-8 (Reg. No.
333-43257)

4.8(c) Amendment to the Plan dated December 14, x
1999

4.8(d) Amendment to Plan dated April 25, 2000 x
</TABLE>

EI-1
<PAGE>

<TABLE>
<CAPTION>
Incorporated herein
Exhibit No. Description by reference to Filed herewith
----------- ----------- --------------- --------------
<S> <C> <C> <C>
4.8(e) Investment Election Policy (effective April 26, x
2000)

5* Opinion of Sally R. Bentley, Esq. as to the x
legality of the securities being registered (to the
extent such securities may be original issuance
or treasury shares as opposed to market
purchase shares)

23.1 Consent of PricewaterhouseCoopers LLP x

23.2 Consent of Sally R. Bentley, Esq. Contained in
Exhibit 5

23.3 Consent of Arthur Andersen LLP x

24 Power of Attorney Contained in
registrant's
Signatures page
</TABLE>
- ----------------------

*The registrant hereby undertakes that it will submit or has submitted
each plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by the IRS in
order to qualify the plan under Section 401 of the Internal Revenue Code.

EI-2

<PAGE>

EXHIBIT 4.3

WISCONSIN GAS COMPANY
LOCAL 7-0018
SAVINGS PLAN

(As Amended and Restated Effective in 2000)
<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

Article I. APPLICATION AND PURPOSE............................................1

Article II. DEFINITION OF TERMS...............................................2
Section 2.01. Definitions.............................................2
Section 2.02. Construction............................................5

Article III. PARTICIPATION....................................................6
Section 3.01. Participation...........................................6
Section 3.02. Transfers...............................................6
Section 3.03. Special Rules Applicable to Returning Veterans..........6

Article IV. PARTICIPANT'S DEPOSITS............................................8
Section 4.01. Amount and Payment of Participant Deposits..............8
Section 4.02. Suspension of a Participant's Deposits..................8
Section 4.03. Recommencement of Deposits..............................8
Section 4.04. Election Period and Effective Date......................9
Section 4.05. Rollover Deposits.......................................9

Article V. FUNDING POLICY....................................................10
Section 5.01. Funding Policy.........................................10
Section 5.02. No Liability for Future Contributions..................10

Article VI. INVESTMENT FUNDS.................................................11
Section 6.01. Investment Fund Selection..............................11
Section 6.02. Direction of Investment................................11
Section 6.03. Transfers Between Funds................................11
Section 6.04. Voting of WEC Stock....................................11
Section 6.05. Tender Offers..........................................12

Article VII. PARTICIPANT ACCOUNTS............................................13
Section 7.01. Description of Participant Accounts....................13
Section 7.02. Allocation of Participant Deposits.....................13
Section 7.03. Allocation of Changes in Value.........................13
Section 7.04. Annual Statement for Participants......................13

Article VIII. BENEFITS.......................................................14
Section 8.01. Non-Forfeitability.....................................14
Section 8.02. Hardship Withdrawal....................................14
Section 8.03. Withdrawals after Age 59-1/2...........................14
Section 8.04. Time and Manner of Payment and Date of Valuation.......14
Section 8.05. Distributions to Minor and Disabled Beneficiaries......15

i
<PAGE>

Page
----

Section 8.06. Loans to Participants..................................16

Article IX. PLAN ADMINISTRATION..............................................19
Section 9.01. Appointment of Members.................................19
Section 9.02. Responsibility and Authority of the Administrator......19
Section 9.03. Use of Professional Services...........................19
Section 9.04. Fees and Expenses......................................19
Section 9.05. Organization and Procedure.............................20
Section 9.06. Delegation of Authority and Responsibility.............20
Section 9.07. Requirement to Furnish Information and to Use
Administrator's Forms..................................20
Section 9.08. Claims Procedure.......................................20
Section 9.09. Agent for Service of Process...........................21
Section 9.10. Communications.........................................21

Article X. AMENDMENT AND TERMINATION.........................................23
Section 10.01.Amendment..............................................23
Section 10.02.Termination............................................23

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES...................24
Section 11.01.Named Fiduciaries......................................24
Section 11.02.Allocation of Fiduciary Responsibilities...............24
Section 11.03.General Limitation on Liability........................24
Section 11.04.Responsibility for Co-Fiduciaries......................24
Section 11.05.Multiple Fiduciary Capacities..........................25

Article XII. GENERAL PROVISIONS..............................................26
Section 12.01.Non-Guarantee of Employment or Other Benefits..........26
Section 12.02.Mergers, Consolidations and Transfers of Plan Assets...26
Section 12.03.Spendthrift Clause.....................................26
Section 12.04.Exclusive Benefit......................................26
Section 12.05.Limitation of Allocations..............................26
Section 12.06.Indemnification........................................27
Section 12.07.Successors and Assigns.................................27
Section 12.08.Withholding/Rollover Rules.............................27
Section 12.09.Retroactive Effective Dates............................28

ii
<PAGE>

WISCONSIN GAS COMPANY
LOCAL 7-0018
SAVINGS PLAN

(AS AMENDED AND RESTATED EFFECTIVE IN 2000)

Article I. APPLICATION AND PURPOSE

Effective June 1, 1984, Wisconsin Gas Company (the "Company"), a Wisconsin
corporation, implemented a voluntary savings plan for the benefit of its
eligible employees who were members of or represented by Local 6-18, Oil,
Chemical and Atomic Workers, International Union, AFL-CIO. This Plan included a
qualified cash or deferred income arrangement as provided for by Section 401(k)
of the Internal Revenue Code. It has been amended and restated from time to time
to comply with applicable legal requirements, to reflect collective bargaining
negotiations, and to make various other revisions. The current restatement
reflects the merger with Wisconsin Energy Corporation or an affiliate thereof,
amendments to satisfy recent statutory and regulatory developments, and the
merger of the union into the Paper, Allied-Industrial, Chemical and Energy
Workers International Union. Except as otherwise specifically provided, it is
effective as of the "Effective Time of Merger" under the Wisconsin Energy
Corporation merger documents.
<PAGE>

Article II. DEFINITION OF TERMS

Section 2.01. Definitions. The following terms when used herein shall have
the following respective meanings, unless the context clearly indicates
otherwise:

(a) "Administrator" means the committee appointed pursuant to Article IX
hereof to administer the Plan.

(b) "Affiliate" means the Company and any other corporation which is a
member of a controlled group of corporations (within the meaning of Section
1563[a] of the Code determined without regard to subsections [a][4] or [e][3][c]
thereof) which includes the Company.

(c) "Beneficiary" means the person, trust and/or other entity entitled to
receive benefits in the event of the Participant's death as provided by the
provisions of the Plan. Any designation of Beneficiary by a Participant shall be
in writing and filed with the Administrator on the form and in the manner
prescribed by the Administrator and may be changed or withdrawn from time to
time by the Participant. In the event the Participant is married, the
Beneficiary shall be the Participant's spouse unless the spouse irrevocably
consents in a single writing to the designation of any alternative Beneficiary
and such consent is witnessed (i) by a Plan representative appointed by the
Administrator or (ii) by a notary public. In the event no valid designation of
Beneficiary is on file at the date of death or no designated Beneficiary
survives him, the Participant's spouse shall be deemed to be the Beneficiary; in
the further event the Participant has no spouse or the spouse does not survive
him, the Participant's estate shall be deemed to be the Beneficiary.
Notwithstanding the foregoing, in the event of the Participant's divorce, the
former spouse shall cease to be a Beneficiary unless after such divorce the
Participant completes a new designation naming such individual as a Beneficiary.

(d) "Board" means the Board of Directors of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as interpreted and
applied by regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

(f) "Company" means Wisconsin Gas Company, a Wisconsin corporation, or any
successor thereto.

(g) "Compensation" means a Participant's wages for services performed for
the Company before deductions, including commissions, any overtime or other
premium pay, any Participant deposits pursuant to Section 4.01 hereof and any
wage reduction due to participation in a cafeteria plan subject to Section 125
of the Code, but exclusive of: (i) bonuses, (ii) any contributions on behalf of
such Participant paid by the Company to the Plan other than Participant deposits
or to any other employee benefit plan (as defined by ERISA), and (iii) any other
form of additional remuneration and/or expense reimbursement which the
Administrator, in its sole discretion, determines not to be compensation
hereunder. The

2
<PAGE>

maximum annual compensation taken into account hereunder for purposes of
calculating any Participant's accrued benefit (including the right to any
optional benefit) and for all other purposes under the Plan shall be $170,000
(or such higher amount permitted to Code Section 401(a)(17)).

(h) "Employee" means any regular full-time or part-time employee employed
by the Company who is covered by the collective bargaining agreement between the
Company and the Union so long as such agreement specifically provides that
persons represented by such a Union shall be covered by the Plan.

(i) "Entry Date" means the first business day of a month. For the purpose
of calculating deposits, in the event a weekly payroll period overlaps an Entry
Date, deposits shall be based on compensation for the first full pay period on
or after the Entry Date.

(j) "ERISA" means the Employee Retirement Income Security Act of 1974, as
interpreted and applied by regulations and rulings issued pursuant thereto, all
as amended from time to time.

(k) "Hardship" means any one of the following expenses deemed by the
Internal Revenue Service to be an immediate and heavy financial need:

(i) Medical expenses described in Code Section 213(d) incurred by the
Employee, the Employee's spouse, or any dependents of the employee (as
defined in Code Section 152) or necessary for these persons to obtain
such medical care;

(ii) Cost directly related to the purchase of a principal residence for the
Employee (excluding mortgage payments);

(iii) Payment of tuition, related educational fees, and room and board for
the next twelve (12) months of post-secondary education for the
Employee, his or her spouse, children, or dependents;

(iv) Payments necessary to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the Employee's
principal residence; and

(v) Any amounts necessary to pay federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution.

These "deemed" financial hardships may be expanded by IRS official action
or publication.

(l) "Insurer" means any insurance company or companies designated by the
Investment Committee which enter into an agreement with the Trustee to invest
all or a portion of the assets of the Trust Fund hereunder.

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<PAGE>

(m) "Investment Committee" means the Retirement Plans Investment Committee
established and appointed to perform such duties with respect to the Trust Fund
as it may be delegated from time to time.

(n) "Participant" means any Employee who becomes eligible to participate
under the Plan pursuant to Section 3.01(b) hereof and elects to make deposits
pursuant to Section 3.01(c) hereof.

(o) "Plan" means the voluntary savings and tax deferral plan herein, which
Plan shall be known as the "Wisconsin Gas Company Local 7-0018 Savings Plan."
The governing documents for the Plan shall include this Plan document, any
amendments hereto, any agreement with any Trustee and/or Insurer, any amendments
to any such agreement, resolutions of the Board relating hereto and such
uniformly applicable rules, regulations and standards promulgated by the
Administrator consistent and in accordance with the terms hereof and ERISA
requirements.

(p) "Plan Year" means the standard calendar year commencing any January 1
and ending on any December 31.

(q) "Rollover Subaccount" means for each Participant the portion of the
Participant's Plan account to which any rollovers pursuant to Section 4.05 are
made.

(r) "Tax Deferral Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on a tax deferral basis.

(s) "Total Disability" means that the Participant meets the conditions set
forth in Section 4.01 of the Wisconsin Gas Company Local 7-0018 Disability Plan.

(t) "Trust Agreement" means the agreement, as amended and in effect from
time to time, between the Company and Trustee for the purpose of funding the
benefits provided hereunder and administering the Trust Fund, such agreement to
be known as the WICOR, Inc. Master Savings Trust Agreement".

(u) "Trust Fund" means all sums of money and other property, together with
all earnings, income and increments thereon attributable to the Plan and held
under the Trust Agreement.

(v) "Trustee" means Marshall & Ilsley Trust Company, a Wisconsin
corporation, or any successor or successors thereto, appointed by the Board to
hold and administer the Trust Fund.

(w) "Union" means Paper, Allied-Industrial, Chemical and Energy Workers
International Union, Local 7-0018.

(x) "Valuation Date" means the most recent day on which securities markets
are open for business.

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(y) "WEC Stock" means common stock of Wisconsin Energy Corporation.

(z) "WEC Stock Fund" means an investment fund that shall be invested
primarily in WEC Stock. The ERISA limitation on the maximum amount of securities
in a plan shall not be applicable hereto.

Section 2.02. Construction.

(a) Terms. Wherever any words are used herein in the masculine, they shall
be construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. The words
"hereof", "herein", "hereunder" and other similar compounds of the word "here"
shall mean and refer to this entire document and not to any particular Article
or Section. Titles of Articles and Sections hereof are for general information
only, and the Plan is not to be construed by reference thereto.

(b) Interpretation. The Plan is intended to be a cash or deferred
arrangement in a profit sharing plan meeting the requirements of Sections 401(k)
and 401(m) of the Code. It shall be interpreted so as to comply with the
applicable requirements thereof, where such requirements are not clearly
contrary to the express terms hereof. In all other respects, the Plan shall be
construed and its validity determined according to the laws of the State of
Wisconsin to the extent such laws are not preempted by federal law. In case any
provision of the Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts of the Plan, but
the Plan shall be construed and enforced as if said illegal and invalid
provisions had never been inserted therein.

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<PAGE>

Article III. PARTICIPATION

Section 3.01. Participation.

(a) In order to become a Participant, an Employee must complete the
eligibility requirements provided in subsection (b) below and file a written
application as provided in subsection (c) below. An eligible Employee shall
become a Participant as of the first Entry Date following the filing of such
application.

(b) The eligibility requirements for participation in the Plan are the
following:

(i) completion of the probationary period for new employees; and

(ii) employment in the status of an Employee.

(c) An eligible Employee may become a Participant by filing a written
application with the Administrator by the 22nd of the month prior to the
applicable Entry Date. The Employee's application shall authorize the Company to
deduct deposits from the Employee's Compensation in amounts specified by the
Employee pursuant to Article IV and shall evidence the Employee's acceptance of
and agreement to all of the provisions of the Plan.

Section 3.02. Transfers.

(a) In the event a Participant transfers to a job status such that he
ceases to be an Employee, deposits hereunder shall cease with the last
Compensation received as an Employee, and his account shall, as is applicable,
either continue to be maintained hereunder pursuant to the terms hereof until
his subsequent termination of employment with the Affiliates or shall be
transferred to that Company sponsored savings plan in which he is eligible to
commence participation and under which terms he is eligible to make deposits if
permitted by such plan.

Section 3.03. Special Rules Applicable to Returning Veterans. The following
provisions shall apply to a Participant who is absent from active employment
with an Employer on account of military service and who returns from such
military service to active employment with an Employer under terms and
conditions that entitle the Participant to the protections of the Uniformed
Services Employment and Reemployment Rights Act of 1994, as amended:

(a) The Participant may elect (either in lieu of or in addition to the
deposits that the Participant may elect to make with respect to Compensation
earned on and after his

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<PAGE>

reemployment) to make deposits with respect to his period of eligible military
service ("Make-up Contributions"). The Participant may elect Make-up
Contributions during the period that begins on the date of the Participant's
reemployment from covered military service and extends (i) for five years from
the date of reemployment, or (ii) for a period equal to three times the
Participant's period of covered military service. The Make-up Contributions may
not exceed the maximum amount of deposits that would have been permitted under
the Plan and applicable Code provisions had the Participant been continuously
employed by the Employer during the period of military service, reduced by the
amount of deposits (if any) actually made by the Participant during the period
of military service.

(b) The Employer shall make a matching contribution with respect to Make-up
Contributions in an amount equal to the amount of matching contribution that
would have been made on behalf of the Participant had the Make-up Contribution
been made during the period of military service.

(c) For purposes of determining the maximum amount of Make-up Contributions
permissible under (a), the Participant's compensation during the period of
eligible military service shall be deemed to equal the rate of pay that the
Participant would have received from the Employer but for the military service;
provided that if such compensation cannot be determined with reasonable
certainty, the Participant's compensation for the period of military service
shall be deemed to equal the Participant's average compensation from the
Employer for the twelve (12) month period immediately preceding the
Participant's military service (or if the Participant was employed for less than
the full twelve (12) month period immediately preceding his military service,
the Participant's average compensation from the Employer for the Participant's
entire period of employment with the Employer preceding the Participant's
military service).

(d) No adjustment shall be made to an Participant's account to reflect the
gain or loss that would have been credited (charged) to the Participant's
account had the Make-up Contributions been made during the period of military
service rather than following the Participant's return to active employment.

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<PAGE>

Article IV. PARTICIPANT'S DEPOSITS

Section 4.01. Amount and Payment of Participant Deposits.

(a) At the time of eligibility for participation under Section 3.01(c)
hereof, a Participant shall select the rate of his deposits, which may be any
whole number between one percent and sixteen percent (1% and 16%) of his
Compensation to his Tax Deferral Subaccount, provided, however, that the total
of such deposits in any calendar year may not exceed Ten Thousand Five Hundred
Dollars ($10,500) (or such higher amount permitted pursuant to Code Section
402(g)) less the amount of any elective deferral under all other plans,
contracts or arrangements. In order to guarantee the favorable tax treatment of
deposits to Tax Deferral Subaccounts hereunder pursuant to Section 401(k) of the
Code or to ensure compliance with Section 415 of the Code, the Administrator in
its sole discretion may prospectively decrease the rate of deposits to a
Participant's Tax Deferral Subaccount at any time and, to the extent permitted
by applicable regulations, may direct the Trustee to refund such deposits to
such Participant.

(b) The rate of a Participant's deposits shall remain in effect until
changed by election. As of any Entry Date, a Participant may change the rate of
his deposits to any whole number between one percent and sixteen percent (1% and
16%) of his Compensation to his Tax Deferral Subaccount by giving notice to the
Administrator.

(c) Deposits shall be made by the Participant through regular payroll
deduction from his Compensation. Amounts received by the Company shall be
remitted to the Trustee as of the earliest date the Employer can reasonably
segregate such contributions from its general assets but not later than fifteen
(15) days following the end of the calendar month in which the deposits are
made.

Section 4.02. Suspension of a Participant's Deposits.

(a) Notwithstanding the provisions of Section 4.01 hereof, by notice to the
Administrator, a Participant may elect at any time to suspend making deposits.

(b) A Participant's deposits shall be automatically suspended for any
period he fails to meet the definition of Employee in Section 2.01(h) hereof.

(c) A Participant's deposits shall be automatically suspended for twelve
(12) consecutive months commencing with the month immediately following issuance
of a distribution for Hardship pursuant to Section 8.02 hereof.

Section 4.03. Recommencement of Deposits.

(a) Participants shall not be permitted to make up suspended deposits or to
make retroactive deposits except where the Administrator determines that an
administrative or clerical error has occurred in determining or deducting from
Compensation the amount of deposits elected by the Participant.

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<PAGE>

(b) A Participant whose deposits are suspended under Section 4.02 hereof
may, by notice to the Administrator, resume making deposits effective with the
next Entry Date after any minimum period of suspension.

Section 4.04. Election Period and Effective Date. Elections pursuant to
Sections 4.01 and 4.03 hereof shall be effective as of the first Entry Date
after the filing of such election with the Administrator in which these changes
can be processed. Any election made pursuant to Section 4.02 hereof shall be
placed in effect by the Administrator as of the earliest possible date after the
filing of such an election with the Administrator. Any such election shall be
made in the form and manner prescribed by the Administrator.

Section 4.05. Rollover Deposits. The Administrator shall direct the Trustee
to accept benefits (in the form of cash) of any Employee arising out of his
participation in an employee pension benefit plan maintained by an employer or a
former employer of such person, as a qualified plan under Code Section 401 or
403 to the extent that such benefits constitute an "eligible rollover
distribution" under Code Section 402(c) or the proceeds from a rollover
individual retirement account under Code Section 408(d)(3). Any amount so
transferred shall be credited to the Participant's Rollover Subaccount.
Notwithstanding the foregoing, no such rollover shall apply in the case of a
transfer of employment from an Affiliate; any transfer of account balances shall
occur solely pursuant to Section 3.02.

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<PAGE>

Article V. FUNDING POLICY

Section 5.01. Funding Policy. The funding policy for the Plan is that the
Participant deposits allocated to each investment fund pursuant to Article VI
hereof shall be managed in a manner consistent with ERISA and the general
investment objectives for such fund and for the purpose of defraying the
reasonable expenses of administering the Plan. The Investment Committee shall
have primary responsibility for carrying out the funding policy.

Section 5.02. No Liability for Future Contributions. Benefits and
distributions under the Plan shall be only such as can be provided by the assets
of the Plan, and there shall be no liability or obligation on the part of the
Company to make any further contributions in the event of termination of the
Plan.

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<PAGE>

Article VI. INVESTMENT FUNDS

Section 6.01. Investment Fund Selection.

(a) The Investment Committee shall select four or more investment funds to
which Participants and Beneficiaries may direct his/her deposits. One investment
fund shall be the WEC Stock Fund. The Plan Administrator shall publish written
rules and procedures for the election of investment funds by Participants, and
may revise such rules and procedures at anytime and for any reason.

(b) Pending investment in assets of a character described for any
investment fund and for liquidity purposes, any part of a fund may be invested
in savings accounts or other deposits with a bank (including savings accounts of
the Trustee or any affiliate thereof earning a reasonable rate of interest),
commercial paper or other short term securities, not including any securities of
an Affiliate, or commingled funds maintained by the Trustee, all as may be
prescribed and with the limitations specified in the Trust Agreement.

(c) Each Participant's deposits shall be invested in the various funds to
the extent and in the manner directed by the Participant pursuant to Sections
6.02 and 6.03 hereof.

Section 6.02. Direction of Investment.

(a) Each Participant shall direct, in the manner prescribed by the
Administrator, the portion of his deposits which shall be invested in each
investment fund described in Section 6.01 hereof subject to the condition that
the applicable portions shall be based on whole percentages.

(b) In the event a Participant fails to direct investment of any part of
his deposits either upon entry into participation in the Plan or upon the
elimination of any one or more of the funds, such amount shall be invested
pursuant to the procedures adopted by the Administrator.

(c) A Participant's direction of investment shall remain in effect and may
be changed as of any Valuation Date by giving notice to the Administrator in the
form and manner prescribed by the Administrator.

Section 6.03. Transfers Between Funds. A Participant may direct that all or
any part of the value of his interest in any investment fund be transferred to
one or more of the other funds by providing notice to the Administrator in the
manner prescribed by the Administrator. Transfers between investment options are
subject to procedures published by the Administrator.

Section 6.04. Voting of WEC Stock. A Participant may direct the voting at
each annual meeting and at each special meeting of the stockholders of Wisconsin
Energy Corporation of that number of whole shares of WEC Stock attributable to
his balance in the WEC Stock Fund, as of the Valuation Date preceding the record
date for such meeting. Each

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<PAGE>

such Participant will be provided with copies of any pertinent material together
with a request for the Participant's confidential instructions as to how such
shares are to be voted. The Administrator shall direct the Trustee to vote such
shares in accordance with such instructions. Any shares of WEC Stock for which
the Administrator has not received such voting instructions, shall be voted by
the Trustee based on the proportionate results of the instructions received for
other shares except to the extent that the Trustee in its good faith
determination concludes other action is required in order to comply with its
fiduciary duties under ERISA.

Section 6.05. Tender Offers. In the event that WEC Stock becomes the
subject of a tender offer, each Participant shall have the sole and exclusive
right to decide whether to direct the Trustee to tender up to the number of
whole and fractional shares of WEC Stock attributable to his balance in the WEC
Stock Fund, as of the Valuation Date preceding the date of the tender offer.
Each Participant shall have the right, to the extent the terms of the tender
offer so permit, to direct the withdrawal of such shares from tender. A
Participant shall not be limited as to the number of instructions to tender or
to withdraw from same which he can give; provided, however, that the Participant
shall not have the right to give such instructions outside a reasonable time
period established by the Trustee. Said reasonable time period shall be based on
the ability of the Trustee to comply with the offer. Each such Participant will
be provided, by the Administrator, within a reasonable time of the commencement
of a tender offer, copies of any pertinent material supplied by the tender
offeror or Wisconsin Energy Corporation, together with a request for the
Participant's instructions pertaining to tender of the applicable shares. Such
written material shall include:

(i) the offer to purchase as distributed by the offeror to the
shareholders of the Company;

(ii) a statement of the shares representing his interest in the WEC Stock
Fund as of the most recent information available to the Administrator;
and

(iii) directions as to the means by which a Participant can give
instructions with respect to the tender.

The Trustee shall aggregate numbers representing Participants' instructions and
shall tender such shares in accordance with such instructions. Any shares of WEC
Stock for which the Administrator has not received such tender offer
instructions, shall not be tendered. The proceeds of any shares of WEC Stock
tendered in accordance with this Section which are purchased and paid for by the
tender offeror shall be credited to the investment fund or funds elected by the
Participant pursuant to rules established by the Administrator. In the event all
shares of WEC Stock tendered by Participants are not purchased pursuant to the
tender offer, the Administrator is authorized to allocate the proceeds of the
whole and fractional shares purchased from all such Participants pro-rata, based
upon the aggregate shares tendered by each Participant.

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<PAGE>

Article VII. PARTICIPANT ACCOUNTS

Section 7.01. Description of Participant Accounts. An account shall be
established by the Administrator for each Participant with balances for both the
Tax Deferral Subaccount and the Rollover Subaccount representing such
Participant's interest in the investment funds.

Section 7.02. Allocation of Participant Deposits. The Administrator shall
credit the Participant's deposits to the Tax Deferral Subaccount as received and
in accordance with the Participant's directions given pursuant to Section 6.02
hereof.

Section 7.03. Allocation of Changes in Value. As of each Valuation Date the
Trustee shall determine the net income loss, appreciation and/or depreciation
earned by each investment fund. Brokerage commissions, transfer taxes, income
taxes and other charges and expenses in connection with the investments of a
particular fund shall be charged to such fund. The net amount determined for
each fund will be allocated to each participant's fund account proportionately
by starting with their account value at the beginning of the valuation period
and reducing that amount by any new loan issuances, loan expenses and
distributions. Employee and employer contributions and any rollover
contributions received during that valuation period will not share in earnings.

Section 7.04. Annual Statement for Participants. As soon as practicable
following each Plan Year, the Administrator shall prepare for each Participant
an annual statement reflecting the status of the Participant's account as of the
end of the Plan Year.

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<PAGE>

Article VIII. BENEFITS

Section 8.01. Non-Forfeitability. A Participant shall at all times be fully
vested in and have a non-forfeitable right to the amounts in his account which
shall become payable pursuant to Section 8.04 hereof upon his termination of
employment with the Company, his Total Disability or death.

Section 8.02. Hardship Withdrawal. While employed with an Employer and upon
verification of a Hardship by the Administrator, a Participant who is under age
fifty-nine and one-half (59-1/2), may elect to withdraw from his Rollover
Subaccount and Tax Deferral Subaccount an amount not greater than the least of
the following:

(i) The verified Hardship; or

(ii) The aggregate amount in his Rollover Subaccount and Tax Deferral
Subaccount less any outstanding loan balance; or

(iii) The aggregate amount of his Rollover Subaccount and his actual
deposits to his Tax Deferral Subaccount pursuant to Section 4.01(a) of
the Plan (i.e., gross deposits less any prior withdrawals).

No such withdrawal on account of Hardship shall be permitted under this Plan
until the Participant has obtained all other distributions and loans currently
available under all plans maintained by the Employer. Any Hardship withdrawal
shall be made first from the Participant's Rollover Subaccount, if any.
Furthermore, commencing with the month following the month in which the Hardship
withdrawal distribution occurs, the Participant's deposits to this Plan shall be
suspended for no less than twelve (12) consecutive months, and following the
conclusion of this suspension the Participant's deposits for the remainder of
that calendar year shall be limited to the difference between his maximum
allowable deposit under Section 4.01 hereof and the total of his Plan deposits
made in the calendar year in which he received his Hardship distribution. A
Hardship distribution shall be made as soon as administratively feasible.

Section 8.03. Withdrawals after Age 59-1/2. While employed with an Employer
after attainment of age fifty-nine and one-half (59-1/2), a Participant may upon
written notice to the Administrator elect to withdraw all or any portion of his
account. Such withdrawals may be made once during any calendar year.

Section 8.04. Time and Manner of Payment and Date of Valuation.

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<PAGE>

such balances and the value of the Participant's balances in other funds shall
be distributed in cash. Any transfer taxes payable with respect to the
distribution of shares of WEC Stock shall be charged to the WEC Stock Fund. For
Participants who terminate participation in the WEC Stock Fund based on a
Valuation Date that falls between a WEC Stock dividend declaration date and a
WEC Stock dividend record date, the WEC Stock dividend payable on shares of WEC
Stock to be distributed to the terminating Participant shall be allocated to
such Participant. Notwithstanding the foregoing, a Participant may elect to
receive the cash value of his WEC Stock Fund account by submitting to the Plan
Administrator (at least twenty (20) days before the distribution date) a written
request for such cash disbursement.

(b) Distributions to Participants made pursuant to Section 8.01 hereof
shall be made by the Trustee at the direction of the Administrator upon the
election of the Participant but in no event later than March 1 of the calendar
year following the later of the termination of the Participant's employment or
the Participant's attainment of age sixty-five (65). Distributions of death
benefits to Beneficiaries shall be made by the Trustee at the direction of the
Administrator upon the election of the Beneficiary, but in no event later than
March 1 of the calendar year following the Participant's death. All other
distributions or withdrawals under this Article shall be paid by the Trustee at
the direction of the Administrator as soon as reasonably practicable after the
Valuation Date following the applicable event.

(c) The value of a Participant's account shall be determined as of the
Valuation Date immediately preceding the date of distribution.

(d) Notwithstanding the foregoing, with respect to a five percent (5%)
owner of the Employer, distribution of a Participant's account shall commence no
later than April 1 following the calendar year in which such Participant attains
the age of seventy and one-half (70-1/2) even if still employed. In addition, to
the extent required by the Code, no distribution in excess of Five Thousand
Dollars ($5,000) shall be made without the consent of the applicable Participant
prior to his attainment of age sixty-five (65).

Section 8.05. Distributions to Minor and Disabled Beneficiaries. Any
distribution under this Article which is payable to a Beneficiary who is a minor
or to a Participant or Beneficiary who, in the opinion of the Administrator, is
unable to manage his affairs by reason of incompetence may be made to or for the
benefit of any such Participant or Beneficiary in such of the following ways as
the Administrator shall direct:

(i) directly to any such minor Beneficiary, if, in the opinion of the
Administrator, he is able to manage his affairs,

(ii) to the legal representative of any such Participant or Beneficiary, or

(iii) to some near relative of any such Participant or Beneficiary to be
used for the latter's benefit.

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<PAGE>

The Administrator shall not be required to see to the proper application of any
such payment made to any person pursuant to the provisions of this Section 8.05.

Section 8.06. Loans to Participants. While it is the primary purpose of the
Plan to provide funds for Participants when they leave the Employer, it is
recognized under some circumstances it would be in the best interests of
Participants to permit loans to be made to them from their account.

Accordingly, the Administrator may, in the Administrator's sole discretion,
direct that a loan be made to a Participant for any purpose, subject to the
following:

(a) Each request for a loan under this section must be by written
application to the Administrator supported by such evidence as it may request. A
non-refundable application fee in an amount to be determined by the
Administrator will be deducted from the Participant's account. A completed loan
application received by the Administrator will be processed as soon as
administratively feasible for a check payable to the Participant, pending final
approval of the loan request by the Administrator. The Administrator shall rule
upon such applications in a uniform and nondiscriminatory manner in accordance
with federal requirements, rules and guidelines established herein and such
other rules as the Administrator may prescribe from time to time.

(b) Each loan must be evidenced by a note payable to the Trustee on such
form as shall be furnished by the Administrator. Each note evidencing a loan to
a Participant shall be held on the Participant's behalf and shall be considered
an investment of his accounts. Each such note shall be stated in 12 month
increments, not to exceed five years. All loans shall be repaid in approximately
equal monthly installments, which are amortized over the term of the loan, in
approximately equal monthly installments through payroll deductions or in such
other manner as the Administrator may determine. As a condition precedent to the
approval of a loan, an active Employee Participant shall be required to
authorize payroll withholding for the total amount of the loan plus interest.
The entire outstanding balance of the loan plus accrued interest may be repaid
without penalty at any time provided the loan is not in default. No partial
repayments will be allowed. The amount of principal and interest repaid by a
Participant shall be credited to such Participant's account as each repayment is
made.

(c) The Administrator shall have the sole authority to approve or
disapprove a loan and may consider, among other factors, the Participant's
ability to repay the loan.

(d) A Participant may have no more than one outstanding loan at a time. A
Participant may apply for a new loan the first month following repayment of his
outstanding loan.

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<PAGE>

balance in the Participant's account as of the most recent Valuation Date. If
extenuating circumstance exist, the Administrator, in its sole discretion, may
further limit the amount of any loan approved.

(f) Each loan shall be secured by a pledge of the Participant's interest in
the Plan. By accepting the loan, the Participant automatically assigns as
security for the loan such rights in the Participant's account. In the
Administrator's sole discretion, additional security may be required.

In the event the Participant is married on the date the loan application is
submitted to the Administrator, the loan will be permitted only if the spouse of
the Participant consents in writing to the loan and the spouse's consent
acknowledges the effect of the loan and the consent is witnessed by a Plan
representative or a notary public or it is established to the satisfaction of
the Administrator that a required consent may not be obtained because the
Participant is not married, because the spouse cannot be located, or because of
such other circumstances as the Secretary of the Treasury may prescribe by
regulations.

(g) Each loan will bear interest at a reasonable rate established by the
Administrator in a uniform and nondiscriminatory manner (but not greater than
the maximum rate permitted by law). The interest rate will be fixed for the term
of the loan.

(h) In the event that (i) the Participant dies or (ii) the Participant's
employment with the Employer is terminated for any reason, or (iii) the
Participant attempts to revoke any payroll deduction authorization for repayment
of the loan without the consent of the Administrator, the unpaid balance with
interest due to the date of payment shall become immediately due and payable.
However, with the Administrator's approval, repayment of the balance may be
deferred until such time as the Participant's account is distributed, provided
that the Participant continues to make monthly loan repayments, including
interest.

In the event that the Participant fails to become current in installment
payments during a consecutive 60 day period and the Administrator elects to
treat such failure as a default, the unpaid balance with interest due to the
date of payment shall become immediately due and payable. If the Participant
defaults, the Administrator shall give written notice to the Participant stating
that if the loan and interest are not paid within 30 days of the date of such
notice, the amount of the Participant's account shall be reduced by the amount
of the unpaid balance of the loan, with interest due to the date of default, and
the Participant's indebtedness shall thereupon be discharged.

(i) If the Participant defaults, the Participant will not be allowed to
make deposits to the Plan for the duration of the scheduled loan period or
twelve months from the date default, whichever is greater. The Participant will
not be allowed to apply for another loan for one year from the date of default.
Any action(s) as noted in this provision shall not operate as a waiver of the
rights of the Employer, the Administrator, the Trustee, or the Plan under
applicable law. The Administrator shall also be entitled to take any and all
other actions necessary and appropriate to otherwise enforce collection of the
outstanding balance of the loan.

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<PAGE>

(j) Notwithstanding the foregoing provisions of this Section 8.06, if a
distribution of a Participant's account is to be made in a lump sum prior to
repayment of any outstanding loan to the Participant under the Plan, then the
unpaid portion of any loan made to the Participant under the Plan, including
accrued interest, shall be deducted from the amount of the Participant's account
balances to be distributed to the Participant.

(k) The Administrator may establish additional rules and guidelines
relating to Participant loans under the Plan which rules and guidelines shall be
applied in a uniform and nondiscriminatory basis.

18
<PAGE>

Article IX. PLAN ADMINISTRATION

Section 9.01. Appointment of Members. There shall be a committee consisting
of not less than three (3) persons from time to time appointed by the Board and
serving at its pleasure. Members may, but need not, be officers, directors or
employees of an Affiliate. Any vacancies on the committee, whether caused by
death, resignation, removal or other cause, shall be filled by the Board but
shall not affect the authority or responsibility of the committee to act until
such vacancy is filled. Members of the committee may and it is contemplated that
they shall serve in similar capacities under other employee retirement and
welfare benefit programs established and maintained by the Company. The
committee shall be deemed the Plan's Administrator for all purposes of ERISA.

Section 9.02. Responsibility and Authority of the Administrator. The
Administrator shall have and exercise all discretionary and other authority to
control and manage the operation and administration of the Plan as it may be
amended by the Board from time to time, except such authority as is specifically
allocated otherwise by or under the terms hereof. Without limiting the foregoing
and in addition to its authority and duties specified elsewhere herein, the
Administrator shall have exclusive authority to:

(i) Interpret and apply all provisions hereof, including without
limitation, the power to determine who is a Participant in the Plan
and the amount of Compensation to be recognized for each such
Participant;

(ii) Formulate, issue and apply rules and regulations, which are consistent
with the terms and provisions hereof and the requirements of
applicable law;

(iii) Make appropriate determinations and calculations and direct the
Trustee and/or Insurer to pay benefits accordingly;

(iv) Prescribe and require the use of appropriate forms; and

(v) Prepare all reports which may be required by law.

Section 9.03. Use of Professional Services. The Administrator may engage
the services of and/or consult with legal counsel, independent qualified public
accountant, independent enrolled actuary or such other persons as it may deem
appropriate. Such persons may be employed for the purpose of rendering advice to
any committee member concerning his responsibilities hereunder, and may be
persons who render services to an Affiliate, any Insurer and/or the Trustee. In
any case in which the Administrator utilizes such services, it shall retain
exclusive discretionary authority and control over the management and
administration of the Plan.

Section 9.04. Fees and Expenses. Committee members who are employed by an
Affiliate shall serve without compensation but shall be reimbursed for all
reasonable

19
<PAGE>

expenses incurred in their capacity as committee members. Where the
Administrator utilizes services as provided by Section 9.03 hereof, it shall
review and approve fees and other costs for these services. Such fees and costs
and any other expenses incurred in the administration of the Plan and the Trust
Fund shall be paid out of the principal or income of the Trust Fund unless
voluntarily paid by the Company.

Section 9.05. Organization and Procedure. The Administrator shall select
from its committee members a chairman and such other officers as it deems
appropriate. Administrator action may be taken on a vote of at least a majority
of the committee members present at any meeting or upon unanimous written
consent of all members without a meeting. Administrator meetings shall be
scheduled to be held at least quarterly during a Plan Year. Minutes of
Administrator meetings shall be kept and all actions of the Administrator shall
be recorded in such minutes or other appropriate written form. The Administrator
may establish such other procedures and operating rules as it deems appropriate.

Section 9.06. Delegation of Authority and Responsibility.

(a) The Administrator may delegate to any one or more of its members the
authority to execute documents on behalf of the Administrator and to represent
the Administrator in any matters or dealings involving the Administrator. Any
such delegation of authority shall be set forth in writing as provided in
Section 9.05 hereof.

(b) Personnel of the Company who are not committee members may perform such
duties and functions relating to the administration of the Plan as the
Administrator shall direct and supervise. It is expressly provided, however,
that in any such case, the Administrator retains full and exclusive authority
and responsibility for and respecting any such activities by such other
personnel, and nothing contained in this subsection (b) shall be construed to
confer upon such other personnel any discretionary authority or control in and
respecting the management and administration of the Plan.

Section 9.07. Requirement to Furnish Information and to Use Administrator's
Forms. Each person entitled to benefits under the Plan shall furnish to the
Administrator such evidence, data or information as such Administrator considers
necessary or desirable in order to properly administer the Plan. Any election,
revocation, designation of Beneficiary, application, notification or other
writing to be submitted hereunder to the Administrator must be filed pursuant to
the procedure and on the appropriate form prescribed, and its receipt
acknowledged, by the Administrator in order to be valid and effective.

Section 9.08. Claims Procedure.

(a) A Participant or Beneficiary who believes that he is then entitled to
benefits hereunder in an amount greater than he is receiving or has received may
file, or have his duly authorized representative file, a claim for such benefits
by writing directly to the Administrator at the address specified in Section
9.10 hereof. The Administrator may prescribe a form for filing such claims, and
if it does so, a claim shall not be deemed properly filed unless such form is
used, but the Administrator shall provide a copy of such form to any

20
<PAGE>

person whose claim for benefits is improper solely for this reason. Such claims
shall be referred in accordance with Section 9.06(a) hereof to one committee
member who shall prepare an appropriate written response.

(b) Every claim which is properly filed shall be answered in writing
stating whether the claim is granted or denied. Such written response shall be
provided to the claimant within ninety (90) days of the claim's receipt by the
Administrator unless an extension of time is needed to process the claim in
which case the Administrator shall give the claimant written notice of such
need, the reason therefore and the length of such extension which shall not
exceed an additional ninety (90) days. If the claim is wholly or partially
denied, the specific reasons for denial and reference to the pertinent Plan
provisions shall be set forth in the written response to the claimant. Such
response shall also describe any information necessary for the claimant to
perfect an appeal and an explanation of the Plan's claim appeal procedure as set
forth in subsection (c) of this Section.

(c) Within sixty (60) days of the claimant's receipt of written notice that
a claim is denied, the claimant or his duly authorized representative may file a
written appeal to the Administrator, including any comments, statements or
documents, the claimant may wish to provide. An appeal shall be considered by
the entire committee, less the member responding to the initial claim, which
shall make its decision with respect to such appeal no later than the regularly
scheduled Administrator meeting occurring thirty (30) days after such appeal is
timely filed; provided, however, that if an extension of time is required to
process such appeal, written notice thereof shall be given to the claimant prior
to the commencement of such extension which shall not go beyond the third
regularly scheduled Administrator meeting occurring after such filing. In the
event the claim is denied upon appeal, the Administrator shall set forth the
reasons for denial and the pertinent Plan provisions in a written decision. The
Administrator shall comply with any reasonable request from a claimant for
documents or information relevant to his claim prior to his filing an appeal.

(d) The Administrator shall have full and complete discretionary authority
to construe the terms of the Plan, determine eligibility for benefits and to
decide any matters presented through the claims procedures. Any final
determination by the Administrator shall be binding on all parties. If
challenged in court, such determination shall not be subject to de novo review
and shall not be overturned unless proven to be arbitrary and capricious upon
the evidence considered by the Administrator at the time of such determination.

Section 9.09. Agent for Service of Process. The chairman selected under
Section 9.05 hereof is hereby designated as the agent for service of legal
process with respect to all matters pertaining to the Plan and the Trust Fund.

Section 9.10. Communications.

(a) All requests, appeals, designations, elections and other communications
to the Administrator shall be in writing and shall be made by hand delivering
the same to the Administrator or by transmitting the same via the U.S. mail,
certified, return receipt requested, addressed as follows:
<PAGE>

Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Attention: Administrator
Wisconsin Gas Company
Local 7-0018 Savings Plan

(b) All notices, reports and statements given, made, delivered or
transmitted to a Participant shall be deemed to have been duly given, made
addressed to the Participant at the address last appearing on the books of the
Administrator. A Participant may record any change of his address from time to
time by written notice filed with the Administrator.

22
<PAGE>

Article X. AMENDMENT AND TERMINATION

Section 10.01. Amendment. The Board shall have the authority to amend the
Plan at any time and in any manner not prohibited by the Code and ERISA except
as such authority is reserved to the Administrator under this Section 10.01 or
is delegated to the Administrator by Board resolution; provided, however, that
any amendment which increases the duties or responsibilities of any Trustee
shall be effective only with such Trustee's consent. The Administrator shall
have the authority to amend the Plan in any respect it deems necessary to obtain
a determination letter or ruling from the Internal Revenue Service with respect
to the qualification of the Plan and the Trust Agreement under the applicable
provisions of the Code. Any amendment may be retroactive to the extent permitted
by applicable law. Notwithstanding the foregoing, no amendment to the Plan shall
decrease a Participant's accrued benefit or vested percentage or eliminate an
optional form of distribution for a previously accrued benefit.

Section 10.02. Termination. The Board shall have the right to terminate, in
whole or in part, the Plan at any time and in such event or upon termination due
to permanent discontinuance of all Company contributions, accounts of
Participants shall be fully vested and non-forfeitable to the extent of the
termination. After provision for reasonable expenses, the assets for the Trust
Fund allocable to the portion of the Plan being terminated shall be distributed
pursuant to the provisions of Article VIII hereof at such time as may be
determined by the Administrator.

23
<PAGE>

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

Section 11.01. Named Fiduciaries. The Administrator, the Board, the
Investment Committee, any Insurer, and any Trustee shall be deemed to be the
only fiduciaries, named or otherwise, of the Plan and Trust Fund for all
purposes of ERISA. No named fiduciary designated in this Section 11.01 shall be
required to give any bond or other security for the faithful performance of its
duties and responsibilities with respect to the Plan and/or the Trust Fund,
except as may be required from time to time under ERISA.

Section 11.02. Allocation of Fiduciary Responsibilities. The fiduciary
responsibilities (within the meaning of ERISA) allocated to each named fiduciary
designated in Section 11.01 hereof shall consist of the responsibilities,
duties, authority and discretion of such named fiduciary which are expressly
provided herein and in any related documents. Each such named fiduciary may
obtain the services of such legal, actuarial, accounting, investment and other
assistants as it deems appropriate, any of whom may be assistants who also
render services to any other named fiduciary, the Plan, an Affiliate and/or any
Insurer; provided, however, that where such services are obtained, the named
fiduciary shall not be deemed to have delegated any of its fiduciary
responsibilities to any such assistant but shall retain full and complete
authority over and responsibility for any activities of such assistant.

Section 11.03. General Limitation on Liability. Neither the Administrator,
the Board, the Investment Committee, their respective members, any Insurer, any
Trustee nor any other person or corporation, including an Affiliate and its
shareholders, directors, officers and other personnel guarantees the Trust Fund
in any manner against loss or depreciation, and none of them shall be jointly or
severally liable for any act or failure to act or for anything whatever in
connection with the Plan, the Trust Fund and the Trust Agreement or the
administration hereof, except and only to the extent of liability imposed
because of a breach of fiduciary responsibility specifically prohibited under
ERISA.

Section 11.04. Responsibility for Co-Fiduciaries. The members of the Board,
both jointly and severally, shall not be responsible for any act or failure to
act of the Administrator, the Investment Committee or their respective members,
any Insurer, or any Trustee, except as may be otherwise specifically provided
under ERISA. The Administrator's committee members, both jointly and severally,
shall not be responsible for any act or failure to act of the Board, the
Investment Committee or their respective members, any Insurer, or any Trustee,
except as may be otherwise specifically provided under ERISA. The members of the
Investment Committee, both jointly and severally, shall not be responsible for
any act of failure to act of the Board, the Administrator or their respective
members, any Insurer, or any Trustee, except as may be otherwise specifically
provided under ERISA. No Insurer shall be responsible for any act or failure to
act of the Administrator, the Board, the Investment Committee or their
respective members, or any Trustee, except as may be otherwise specifically
provided under ERISA. No Trustee shall be responsible for any act or failure to
act of the Administrator, the Board, the Investment Committee or their
respective members, or any Insurer, except as may be otherwise specifically
provided under ERISA.

24
<PAGE>

Section 11.05. Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan,
the Trust Fund and/or the Trust Agreement.

25
<PAGE>

Article XII. GENERAL PROVISIONS

Section 12.01. Non-Guarantee of Employment or Other Benefits. Neither the
establishment of the Plan, nor any modification or amendment thereof, nor the
payment of benefits hereunder shall be construed as giving any Employee or any
other person whomsoever any legal or equitable right against an Affiliate or its
individual shareholders, directors, officers or other personnel, the
Administrator, the Investment Committee or their respective members, any
Insurer, or any Trustee, or the right to the payment of any benefits hereunder
(unless the same shall be specifically provided herein) or as giving any
Employee or any other personnel the right to be retained in the employ of an
Affiliate or as affecting the right of the Affiliate to discipline or discharge
any Employee or any other personnel.

Section 12.02. Mergers, Consolidations and Transfers of Plan Assets. In the
case of any merger, consolidation with, or transfer of assets or liabilities to
any other plan, each Participant must be entitled to receive a benefit
immediately after the merger, consolidation, or transfer (if the governing plan
then terminated) which is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan then terminated).

Section 12.03. Spendthrift Clause. Except as otherwise provided by the
Code, no Participant, Beneficiary or other person entitled to benefits hereunder
shall have the right to transfer, assign, alienate, anticipate, pledge or
encumber any part of such benefits, nor shall such benefits, or any part of the
Trust Fund be subject to seizure by legal process by any creditor of such
Participant, Beneficiary or other person. Any attempt to effect such a diversion
or seizure as aforedescribed shall be deemed null and void for all purposes
hereunder. Notwithstanding the foregoing, the Trustee may recognize a qualified
domestic relations order with respect to child support, alimony payments or
marital property rights if such order contains sufficient information for the
Administrator to determine that it meets the applicable requirements of Section
414(p) of the Code. Such order may permit distribution to an alternate payee
prior to the time a Participant would be eligible for benefits hereunder. The
Administrator shall establish written procedures concerning the notification of
interested parties and the determination of the validity of such orders.

Section 12.04. Exclusive Benefit. Anything in the Plan which might be
construed to the contrary notwithstanding, it shall be impossible at any time
prior to the satisfaction of all liabilities with respect to any Participant and
Beneficiary under the Plan for any part of the Plan assets to be used for, or
diverted to, purposes other than the exclusive benefit of any such Participant
or Beneficiary and defraying the reasonable expenses of administering the Plan.

Section 12.05. Limitation of Allocations. The Plan is subject to the
limitations on benefits and contributions imposed by Code Section 415 which are
incorporated herein by this reference. The limitation year shall be the calendar
year. In the event that there are multiple plans, the annual additions to this
Plan shall be reduced in order to satisfy these requirements. Any amounts not
allocable to a Participant by reason of the limitations

26
<PAGE>

incorporated herein shall be allocated and reallocated during the limitation
year among all other eligible Participants to the extent permitted by the
limitations. Any amounts which cannot be allocated or reallocated due to the
limitations shall be credited to a suspense account subject to the following
conditions: (i) amounts in the suspense account shall be allocated as a
forfeiture among all eligible Participants hereunder at such time, including
termination of the Plan or complete discontinuance of Employer contributions, as
the foregoing limitations permit, (ii) no investment gains or losses shall be
allocated to the suspense account, (iii) no further Employer contributions shall
be permitted until the foregoing limitations permit their allocation to
Participants' accounts, and (iv) upon termination of the Plan any unallocated
amounts in the suspense account shall revert to the Company.

Section 12.06. Indemnification. The Company shall indemnify any director,
officer and/or other personnel of an Affiliate who acts with respect to the Plan
and/or the Trust Fund as a member of the Board, the Investment Committee or the
Administrator and shall hold any such director, officer and/or other personnel
harmless from the consequences of his acts or conduct in connection with the
Plan and/or the Trust Fund except to the extent that such consequences are the
result of willful misconduct or gross negligence of such director, officer
and/or other personnel.

Section 12.07. Successors and Assigns. The Plan and the Trust Agreement
shall be binding upon the successors and assigns of the Company.

Section 12.08. Withholding/Rollover Rules.

(a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this section, a distributee may
elect, at the time and in the manner prescribed by the Administrator, to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover as such terms
are defined herein.

(b) An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under Section 401(a)(9) of the Code; an
in-service hardship withdrawal of pre-tax deposits; and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).

27
<PAGE>

distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

(d) A distributee includes an employee or former employee. in addition, the
employee's or former employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code, are
distributees with regard to the interest of the spouse or former spouse.

(e) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.

Section 12.09. Retroactive Effective Dates. The following provisions shall
apply retroactively from and after the date indicated:

(i) the deletion of the family aggregation rule in the definition of
"Compensation" in Section 2.01(g) effective January 1, 1997;

(ii) the military service rules in Section 3.03 effective December 12,
1994; and

(iii) the increase in the minimum cash out amount in Section 8.05(d)
effective January 1, 1998.

* * * * *

28
<PAGE>

CERTIFICATION

The undersigned, as Administrator of the Wisconsin Gas Company
Local 7-0018 Savings Plan, hereby certifies that the foregoing document is a
true and accurate copy of said Plan as amended and restated effective in 2000.

Dated this ____ day of _____________, 2000.

WISCONSIN GAS COMPANY
EMPLOYEE BENEFIT PLANS COMMITTEE

By:
------------------------------
Committee Chairman

<PAGE>

EXHIBIT 4.4

WISCONSIN GAS COMPANY
LOCAL 7-0018-1
SAVINGS PLAN

(As Amended and Restated Effective in 2000)
<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

Article I. APPLICATION AND PURPOSE............................................1

i
<PAGE>

Page
----

Section 8.06. Loans to Participants..................................16

ii
<PAGE>

WISCONSIN GAS COMPANY
LOCAL 7-0018-1
SAVINGS PLAN

(AS AMENDED AND RESTATED EFFECTIVE IN 2000)

Article I. APPLICATION AND PURPOSE

Effective June 1, 1984, Wisconsin Gas Company (the "Company"), a Wisconsin
corporation, implemented a voluntary savings plan for the benefit of its
eligible employees who were members of or represented by Local Division No. 1,
United Association of Office, Sales and Technical Employees. This Plan included
a qualified cash or deferred income arrangement as provided for by Section
401(k) of the Internal Revenue Code. It has been amended and restated from time
to time to comply with applicable legal requirements, to reflect collective
bargaining negotiations, and to make various other revisions. The current
restatement reflects the merger with Wisconsin Energy Corporation or an
affiliate thereof, amendments to satisfy recent statutory and regulatory
developments, and the merger of the union into the Paper, Allied-Industrial,
Chemical and Energy Workers International Union. Except as otherwise
specifically provided, it is effective as of the "Effective Time of Merger"
under the Wisconsin Energy Corporation merger documents.

1
<PAGE>

Article II. DEFINITION OF TERMS

Section 2.01. Definitions. The following terms when used herein shall have
the following respective meanings, unless the context clearly indicates
otherwise:

(a) "Administrator" means the committee appointed pursuant to Article IX
hereof to administer the Plan.

(d) "Board" means the Board of Directors of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as interpreted and
applied by regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

(f) "Company" means Wisconsin Gas Company, a Wisconsin corporation, or any
successor thereto.

2
<PAGE>

(j) "ERISA" means the Employee Retirement Income Security Act of 1974, as
interpreted and applied by regulations and rulings issued pursuant thereto, all
as amended from time to time.

(k) "Hardship" means any one of the following expenses deemed by the
Internal Revenue Service to be an immediate and heavy financial need:

(ii) Cost directly related to the purchase of a principal residence for the
Employee (excluding mortgage payments);

(iii) Payment of tuition, related educational fees, and room and board for
the next twelve (12) months of post-secondary education for the
Employee, his or her spouse, children, or dependents;

(iv) Payments necessary to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the Employee's
principal residence; and

(v) Any amounts necessary to pay federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution.

These "deemed" financial hardships may be expanded by IRS official action
or publication.

3
<PAGE>

(m) "Investment Committee" means the Retirement Plans Investment Committee
established and appointed to perform such duties with respect to the Trust Fund
as it may be delegated from time to time.

(n) "Participant" means any Employee who becomes eligible to participate
under the Plan pursuant to Section 3.01(b) hereof and elects to make deposits
pursuant to Section 3.01(c) hereof.

(o) "Plan" means the voluntary savings and tax deferral plan herein, which
Plan shall be known as the "Wisconsin Gas Company Local 7-0018-1 Savings Plan."
The governing documents for the Plan shall include this Plan document, any
amendments hereto, any agreement with any Trustee and/or Insurer, any amendments
to any such agreement, resolutions of the Board relating hereto and such
uniformly applicable rules, regulations and standards promulgated by the
Administrator consistent and in accordance with the terms hereof and ERISA
requirements.

(p) "Plan Year" means the standard calendar year commencing any January 1
and ending on any December 31.

(q) "Rollover Subaccount" means for each Participant the portion of the
Participant's Plan account to which any rollovers pursuant to Section 4.05 are
made.

(r) "Tax Deferral Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on a tax deferral basis.

(s) "Total Disability" means that the Participant meets the conditions set
forth in Section 4.01 of the Wisconsin Gas Company Local 7-0018-1 Disability
Plan.

(u) "Trust Fund" means all sums of money and other property, together with
all earnings, income and increments thereon attributable to the Plan and held
under the Trust Agreement.

(v) "Trustee" means Marshall & Ilsley Trust Company, a Wisconsin
corporation, or any successor or successors thereto, appointed by the Board to
hold and administer the Trust Fund.

(w) "Union" means Paper, Allied-Industrial, Chemical and Energy Workers
International Union, Local 7-0018-1.

(x) "Valuation Date" means the most recent day on which securities markets
are open for business.

4
<PAGE>

(y) "WEC Stock" means common stock of Wisconsin Energy Corporation.

(z) "WEC Stock Fund" means an investment fund that shall be invested
primarily in WEC Stock. The ERISA limitation on the maximum amount of securities
in a plan shall not be applicable hereto.

Section 2.02. Construction.

5
<PAGE>

Article III. PARTICIPATION

Section 3.01. Participation.

(b) The eligibility requirements for participation in the Plan are the
following:

(i) completion of the probationary period for new employees; and

(ii) employment in the status of an Employee.

Section 3.02. Transfers.

(a) The Participant may elect (either in lieu of or in addition to the
deposits that the Participant may elect to make with respect to Compensation
earned on and after his

6
<PAGE>

7
<PAGE>

Article IV. PARTICIPANT'S DEPOSITS

Section 4.01. Amount and Payment of Participant Deposits.

Section 4.02. Suspension of a Participant's Deposits.

(a) Notwithstanding the provisions of Section 4.01 hereof, by notice to the
Administrator, a Participant may elect at any time to suspend making deposits.

(b) A Participant's deposits shall be automatically suspended for any
period he fails to meet the definition of Employee in Section 2.01(h) hereof.

Section 4.03. Recommencement of Deposits.

8
<PAGE>

9
<PAGE>

Article V. FUNDING POLICY

10
<PAGE>

Article VI. INVESTMENT FUNDS

Section 6.01. Investment Fund Selection.

(c) Each Participant's deposits shall be invested in the various funds to
the extent and in the manner directed by the Participant pursuant to Sections
6.02 and 6.03 hereof.

Section 6.02. Direction of Investment.

11
<PAGE>

(i) the offer to purchase as distributed by the offeror to the
shareholders of the Company;

(ii) a statement of the shares representing his interest in the WEC Stock
Fund as of the most recent information available to the Administrator;
and

(iii) directions as to the means by which a Participant can give
instructions with respect to the tender.

12
<PAGE>

Article VII. PARTICIPANT ACCOUNTS

13
<PAGE>

Article VIII. BENEFITS

(i) The verified Hardship; or

(ii) The aggregate amount in his Rollover Subaccount and Tax Deferral
Subaccount less any outstanding loan balance; or

(iii) The aggregate amount of his Rollover Subaccount and his actual
deposits to his Tax Deferral Subaccount pursuant to Section 4.01(a) of
the Plan (i.e., gross deposits less any prior withdrawals).

Section 8.04. Time and Manner of Payment and Date of Valuation.

14
<PAGE>

(c) The value of a Participant's account shall be determined as of the
Valuation Date immediately preceding the date of distribution.

(i) directly to any such minor Beneficiary, if, in the opinion of the
Administrator, he is able to manage his affairs,

(ii) to the legal representative of any such Participant or Beneficiary, or

(iii) to some near relative of any such Participant or Beneficiary to be
used for the latter's benefit.

15
<PAGE>

The Administrator shall not be required to see to the proper application of any
such payment made to any person pursuant to the provisions of this Section 8.05.

Accordingly, the Administrator may, in the Administrator's sole discretion,
direct that a loan be made to a Participant for any purpose, subject to the
following:

(c) The Administrator shall have the sole authority to approve or
disapprove a loan and may consider, among other factors, the Participant's
ability to repay the loan.

(d) A Participant may have no more than one outstanding loan at a time. A
Participant may apply for a new loan the first month following repayment of his
outstanding loan.

16
<PAGE>

17
<PAGE>

(k) The Administrator may establish additional rules and guidelines
relating to Participant loans under the Plan which rules and guidelines shall be
applied in a uniform and nondiscriminatory basis.

18
<PAGE>

Article IX. PLAN ADMINISTRATION

(ii) Formulate, issue and apply rules and regulations, which are consistent
with the terms and provisions hereof and the requirements of
applicable law;

(iii) Make appropriate determinations and calculations and direct the
Trustee and/or Insurer to pay benefits accordingly;

(iv) Prescribe and require the use of appropriate forms; and

(v) Prepare all reports which may be required by law.

Section 9.04. Fees and Expenses. Committee members who are employed by an
Affiliate shall serve without compensation but shall be reimbursed for all
reasonable

19
<PAGE>

Section 9.06. Delegation of Authority and Responsibility.

Section 9.08. Claims Procedure.

20
<PAGE>

Section 9.10. Communications.

21
<PAGE>

Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Attention: Administrator
Wisconsin Gas Company
Local 7-0018-1 Savings Plan

22
<PAGE>

Article X. AMENDMENT AND TERMINATION

23
<PAGE>

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

24
<PAGE>

Section 11.05. Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan,
the Trust Fund and/or the Trust Agreement.

25
<PAGE>

Article XII. GENERAL PROVISIONS

26
<PAGE>

Section 12.07. Successors and Assigns. The Plan and the Trust Agreement
shall be binding upon the successors and assigns of the Company.

Section 12.08. Withholding/Rollover Rules.

27
<PAGE>

distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

(e) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.

Section 12.09. Retroactive Effective Dates. The following provisions shall
apply retroactively from and after the date indicated:

(i) the deletion of the family aggregation rule in the definition of
"Compensation" in Section 2.01(g) effective January 1, 1997;

(ii) the military service rules in Section 3.03 effective December 12,
1994; and

(iii) the increase in the minimum cash out amount in Section 8.05(d)
effective January 1, 1998.

* * * * *

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<PAGE>

CERTIFICATION

The undersigned, as Administrator of the Wisconsin Gas Company
Local 7-0018-1 Savings Plan, hereby certifies that the foregoing document is a
true and accurate copy of said Plan as amended and restated effective in 2000.

Dated this ____ day of _____________, 2000.

WISCONSIN GAS COMPANY
EMPLOYEE BENEFIT PLANS COMMITTEE

By:
-----------------------------
Committee Chairman

<PAGE>

EXHIBIT 4.5

WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN

(As Amended and Restated Effective in 2000)
<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

Article I. APPLICATION AND PURPOSE.............................................1

Article II. DEFINITION OF TERMS................................................2
Section 2.01. Definitions............................................2
Section 2.02. Construction...........................................5

Article III. PARTICIPATION.....................................................7
Section 3.01. Participation..........................................7
Section 3.02. Transfers..............................................8
Section 3.03. Special Rules Applicable to Returning Veterans.........9

Article IV. PARTICIPANT'S DEPOSITS............................................11
Section 4.01. Amount and Payment of Participant Deposits............11
Section 4.02. Suspension of a Participant's Deposits................11
Section 4.03. Recommencement of Deposits............................12
Section 4.04. Election Period and Effective Date....................12
Section 4.05. Rollover Deposits.....................................12
Section 4.06. Average Deferral Percentage Test......................12
Section 4.07. Maximum Contribution Percentage Test..................14

Article V. EMPLOYER CONTRIBUTIONS AND FUNDING POLICY..........................16
Section 5.01. Employer Contributions................................16
Section 5.02. No Liability for Future Contributions.................16
Section 5.03. Funding Policy........................................16

Article VI. INVESTMENT FUNDS..................................................17
Section 6.01. Investment Fund Selection.............................17
Section 6.02. Direction of Investment...............................17
Section 6.03. Transfers Between Funds...............................17
Section 6.04. Voting of WEC Stock...................................17
Section 6.05. Tender Offers.........................................18

Article VII. PARTICIPANT ACCOUNTS.............................................19
Section 7.01. Description of Participant Accounts...................19
Section 7.02. Allocation of Participant Deposits and Employer
Contributions.........................................19
Section 7.03. Allocation of Changes in Value........................19
Section 7.04. Annual Statement for Participants.....................19

Article VIII. BENEFITS........................................................20
Section 8.01. Non-Forfeitability....................................20
Section 8.02. Withdrawal of Savings Subaccount Deposits.............20

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<PAGE>

Page
----

Section 8.03. Hardship Withdrawal of Rollover Subaccount and
Tax Deferral Subaccount Deposits......................20
Section 8.04. Withdrawals after Age 59-1/2..........................20
Section 8.05. Time and Manner of Payment and Date of Valuation......21
Section 8.06. Distributions to Minor and Disabled Beneficiaries.....21
Section 8.07. Loans to Participants.................................22

Article IX. PLAN ADMINISTRATION...............................................25
Section 9.01. Appointment of Members................................25
Section 9.02. Responsibility and Authority of the Administrator.....25
Section 9.03. Use of Professional Services..........................25
Section 9.04. Fees and Expenses.....................................25
Section 9.05. Organization and Procedure............................26
Section 9.06. Delegation of Authority and Responsibility............26
Section 9.07. Requirement to Furnish Information and to Use
Administrator's Forms.................................26
Section 9.08. Claims Procedure......................................26
Section 9.09. Agent for Service of Process..........................27
Section 9.10. Communications........................................27

Article X. AMENDMENT AND TERMINATION..........................................29
Section 10.01. Amendment.............................................29
Section 10.02. Termination...........................................29

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES....................30
Section 11.01. Fiduciaries...........................................30
Section 11.02. Allocation of Fiduciary Responsibilities..............30
Section 11.03. General Limitation on Liability.......................30
Section 11.04. Responsibility for Co-Fiduciaries.....................30
Section 11.05. Multiple Fiduciary Capacities.........................31

Article XII. GENERAL PROVISIONS...............................................32
Section 12.01. NonGuarantee of Employment or Other Benefits..........32
Section 12.02. Mergers, Consolidations and Transfers of Plan Assets..32
Section 12.03. Spendthrift Clause....................................32
Section 12.04. Exclusive Benefit.....................................32
Section 12.05. Limitation of Allocations.............................32
Section 12.06. Top-Heavy Restrictions................................33
Section 12.07. Indemnification.......................................34
Section 12.08. Successors and Assigns................................34
Section 12.09. Retroactive Effective Dates...........................34
Section 12.10. Withholding/Rollover Rules............................35

CERTIFICATION.................................................................36

ii
<PAGE>

WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLAN

(As Amended and Restated Effective in 2000)

Article I. APPLICATION AND PURPOSE

Effective June 30, 1975, Wisconsin Gas Company (hereinafter called
"Company"), a Wisconsin corporation, withdrew as a participating employer in
American Natural Resources System Companies Employees' Savings Plan and
continued such savings plan for the benefit of its eligible non-union employees
under the name of Wisconsin Gas Company Employees' Savings Plan (hereinafter
called "Plan"). Since its original adoption in 1958, the Plan has been amended
and restated from time to time to comply with applicable legal requirements, to
include a qualified cash or deferred arrangement, to implement a leveraged
employee stock ownership plan with respect to the matching Employer
contributions, and to make various other revisions. The current restatement
reflects the merger with Wisconsin Energy Corporation or an affiliate thereof,
the termination of the leveraged employee stock ownership plan, the
reestablishment of the pre-ESOP matching contribution formula, and amendments to
satisfy recent statutory and regulatory developments. Except as otherwise
specifically provided, it is effective as of the "Effective Time of Merger"
under the Wisconsin Energy Corporation merger documents.

1
<PAGE>

Article II DEFINITION OF TERMS

Section 2.01 Definitions. The following terms when used herein shall have
the following respective meanings, unless the context clearly indicates
otherwise:

(a) "Administrator" means the committee appointed pursuant to Article IX
hereof to administer the Plan.

(b) "Affiliate" means any Employer and any other corporation which is a
member of a controlled group of corporations (within the meaning of Section
1563[a] of the Code determined without regard to subsections [a][4] or [e][3][c]
thereof) which includes an Employer.

(c) "Beneficiary" means the person, trust and/or other entity entitled to
receive benefits in the event of the Participant's death as provided by the
provisions of the Plan. Any designation of Beneficiary by a Participant shall be
in writing and filed with the Administrator on the form and in the manner
prescribed by the Administrator and may be changed or withdrawn from time to
time by the Participant. In the event the Participant is married, the
Beneficiary shall be the Participant's spouse unless the spouse consents
irrevocably and in a single writing to the designation of any alternative
Beneficiary or any subsequent change of Beneficiary and such consent is
witnessed (i) by a Plan representative appointed by the Administrator or (ii) by
a notary public. In the event no valid designation of Beneficiary is on file at
the date of death or no designated Beneficiary survives him, the Participant's
spouse shall be deemed to be the Beneficiary; in the further event the
Participant has no spouse or the spouse does not survive him, the Participant's
estate shall be deemed to be the Beneficiary. Notwithstanding the foregoing, in
the event of the Participant's divorce, the former spouse shall cease to be a
Beneficiary unless after such divorce the Participant completes a new
designation naming such individual as a Beneficiary.

(d) "Board" means the Board of Directors of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as interpreted and
applied by regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

(f) "Company" means Wisconsin Gas Company, a Wisconsin corporation, or any
successor thereto.

(g) "Compensation" means a Participant's base salary and/or wages from the
Employers before deductions, including commissions, any Participant deposits
pursuant to Section 4.01 hereof and any salary reduction due to participation in
a cafeteria plan subject to Section 125 of the Code, but exclusive of (i) any
overtime or other premium pay, (ii) bonuses, (iii) any contributions on behalf
of such Participant paid by an Employer to the Plan other than Participant
deposits or to any other employee benefit plan (as defined by ERISA), (iv)
increased wages or salary resulting from temporary promotion, upgrading or
transfer, of whatever duration, to a higher paid job or classification and (v)
any other form of additional

2
<PAGE>

remuneration and/or expense reimbursement which the Administrator, in its sole
discretion, determines not to be compensation hereunder. The maximum annual
compensation taken into account hereunder for purposes of calculating any
Participant's accrued benefit (including the right to any optional benefit) and
for all other purposes under the Plan shall be $170,000 (or such higher amount
permitted pursuant to Code Section 401(a)(17)).

(h) "Employee" means any employee of an Employer with two exceptions.
First, a person who is in a collective bargaining unit with which the Employer
has a bargaining agreement shall not be included unless such agreement
specifically provides that persons in such unit shall be covered by the Plan.
Second, the only employees of FieldTech, Inc. who shall be covered by the Plan,
subject to the first exception, shall be (i) those employed on October 1, 1996,
in an administrative or management position, (ii) those employed in a corporate
management position after October 1, 1996, and (iii) those transferred from
Wisconsin Gas Company District Hourly employment to FieldTech, Inc. employment
effective October 1, 1996, who were eligible for and elected to become
Participants on or before April 1, 1997. A person who is a "leased employee"
within the meaning of Code Section 414(n) and (o) shall not be eligible to
participate in the Plan, but in the event such a person was participating or
subsequently becomes eligible to participate herein, credit shall be given for
the person's service as a leased employee toward completion of the Plan's
eligibility and vesting requirements, including any service for a member of the
controlled group or affiliated service group. For purposes hereof, a person
shall be deemed an employee of a corporation if such person is included on such
corporation's payroll; a person shall not be an employee merely because a person
is an officer of an Employer or because an Employer is assessed an internal
charge on its books for the benefit of an Affiliate which employs such person
who performs some services for the Employer at the request of said Affiliate.

(i) "Employer" means the Company, WICOR, Inc., a Wisconsin corporation,
WEXCO of Delaware, Inc., a Delaware corporation, WICOR Energy Services Company,
FieldTech, Inc. and any other Affiliate which adopts the Plan by appropriate
Board of Directors action and which is authorized to participate in the Plan by
action of the Board.

(j) "Employer Contribution Subaccount" means for each Participant the
portion of the Participant's Plan account to which the Employer makes matching
contributions.

(k) "Entry Date" means the first business day of a month. For purposes of
calculating deposits, in the event a payroll period overlaps an Entry Date,
deposits shall be based on compensation for the first full pay period on or
after the Entry Date.

(l) "ERISA" means the Employee Retirement Income Security Act of 1974, as
interpreted and applied by regulations and rulings issued pursuant thereto, all
as amended from time to time.

(m) "Hardship" means any one of the following expenses deemed by the
Internal Revenue Service to be an immediate and heavy financial need:

3
<PAGE>

(i) medical expenses described in Code section 213(d) incurred by the
Employee, the Employee's spouse, or any dependents of the employee (as
defined in Code section 152) or necessary for these persons to obtain
such medical care;

(ii) cost directly related to the purchase of a principal residence for the
Employee (excluding mortgage payments);

(iii) payment of tuition, and related educational fees, and room and board
for the next twelve (12) months of post-secondary education for the
Employee, his or her spouse, children, or dependents;

(iv) payments necessary to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the Employee's
principal residence; and

(v) any amounts necessary to pay federal, state, or local income taxes or
penalties reasonably anticipated to result from the distribution.

(n) "Insurer" means any insurance company or companies designated by the
Investment Committee which enter into an agreement with the Trustee to invest
all or a portion of the assets of the Trust Fund hereunder.

(o) "Investment Committee" means the Retirement Plans Investment Committee
established and appointed to perform such duties with respect to the Trust Fund
as it may be delegated from time to time.

(p) "Participant" means any Employee who becomes eligible to participate
under the Plan and elects to make deposits pursuant to Section 3.01(b) hereof.

(q) "Plan" means the employee benefit arrangement herein continued and
contained, as amended and in effect from time to time, which Plan shall be known
as the "Wisconsin Gas Company Employees' Savings Plan". The governing documents
for the Plan shall include this Plan document, any amendments hereto, any
agreement with any Trustee and/or Insurer, any amendments to any such agreement,
resolutions of the Board relating hereto and such uniformly applicable rules,
regulations and standards promulgated by the Administrator or the Investment
Committee consistent and in accordance with the terms hereof and ERISA
requirements.

(r) "Plan Year" means the standard calendar year commencing any January 1
and ending on any December 31.

(s) "Rollover Subaccount" means for each Participant the portion of the
Participant's Plan account to which any rollovers pursuant to Section 4.05 are
made.

4
<PAGE>

(t) "Savings Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on an after tax basis
after February 28, 1983 and any allotments pursuant to the terms of the Plan in
effect prior to March 1, 1983.

(u) "Tax Deferral Subaccount" means for each Participant the portion of the
Participant's Plan account to which he may contribute on a tax deferral basis.

(v) "Total Disability" means that a Participant meets the conditions set
forth in section 4.01 of the Wisconsin Gas Company Disability Plan.

(w) "Trust Agreement" means the agreement, as amended and in effect from
time to time, between the Company and Trustee for the purpose of funding the
benefits provided hereunder and administering the Trust Fund, such agreement to
be known as the WICOR, Inc. Master Savings Trust Agreement".

(x) "Trust Fund" means all sums of money and other property, together with
all earnings, income and increments thereon attributable to the Plan and held
under the Trust Agreement.

(y) "Trustee" means Marshall & Ilsley Trust Company, a Wisconsin
corporation, or any successor or successors thereto, appointed by the Board to
hold and administer the Trust Fund.

(z) "Valuation Date" means the most recent day on which securities markets
are open for business.

(aa) "WEC Stock" means common stock of Wisconsin Energy Corporation.

(bb) "WEC Stock Fund" means an investment fund that shall be invested
primarily in WEC Stock. The ERISA limitation on the maximum amount of securities
in a plan shall not be applicable hereto.

Section 2.02. Construction.

5
<PAGE>

6
<PAGE>

Article III. PARTICIPATION

Section 3.01. Participation.

(a) There shall be two separate sets of participation requirements, one
applicable for eligibility to make Employee contributions pursuant to Article IV
hereof and the other for eligibility for Employer matching contributions
pursuant to Article V hereof. In order to become a Participant for purposes of
Article IV, an Employee must have attained the minimum age of twenty-one (21)
and must timely file a written application as provided in subsection (b) below
and shall become a Participant as of the first Entry Date following the
completion of such requirements. In order to become a Participant for purposes
of Article V, an Employee must complete the eligibility requirements provided in
subsection (c) below and shall become a Participant as of the next following
Entry Date.

(b) An eligible Employee may become a Participant by filing a written
application with the Administrator by the 22nd day of the month prior to any
Entry Date. A person who has just become an Employee also has a one-time
opportunity to apply immediately for Participant status commencing with the next
Entry Date. The Employee's application shall authorize the Employer to deduct
deposits from the Employee's Compensation in amounts specified by the Employee
pursuant to Article IV and shall evidence the Employee's acceptance of and
agreement to all of the provisions of the Plan.

(i) attainment of age twenty-one (21);

(ii) completion of 1,000 Hours of Service in a twelve (12) month period
beginning on an Employee's date of hire or any subsequent January 1;

(iii) employment in the status of an Employee; and

(iv) completion of a one (1) year waiting period commencing with the
individual's first date of hire with an Affiliate, regardless of the
actual period of employment with any Affiliate.

(d) A person shall receive credit for an Hour of Service for:

(i) Each hour for which an employee is paid, or entitled to payment, for
the performance of duties for the Employer. These hours shall be
credited to the Employee for the computation period or periods in
which the duties are performed, and

(ii) Each hour for which an Employee is paid, or entitled to payment, by
the Employer on account of a period of time during which no

7
<PAGE>

duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness,
incapacity, disability, layoff, jury duty, military duty or other
authorized leave of absence. No more than 501 hours of service shall
be credited under this paragraph for any single continuous period
(whether or not such period occurs in a single computation period).
These indirect non-duty hours shall be credited to the Employee for
the computation period or periods in which the indirect non-duty hours
occur.

(iii) Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer. The same Hours of
Service shall not be credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (d). These hours
shall be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather that the
computation period in which the award, agreement or payment is made.

(iv) Where the Company maintains the Plan of a predecessor employer,
service for such predecessor employer shall be treated as service for
the Company.

(v) Hours of Service shall be credited for employment:

(1) with other entities aggregated with the Company under Code
Sections 414(b), (c) or (m); and

(2) by an individual considered an employee under Code Section 414(n)
or Code Section 414(o) and Regulations thereunder;

(3) with entities aggregated with the Company under Code Section
414(o) and Regulations thereunder.

(vi) For purposes of determining Hours of Service, the Regulations under
Title 29, 2530.200b-2 are incorporated by reference in this Plan.

Section 3.02. Transfers.

(a) In the event a Participant transfers to a job status such that he
ceases to be an Employee, deposits hereunder shall cease with the last
Compensation received as an Employee and his account shall be transferred to
that Company sponsored savings plan in which he is eligible to commence
participation and under which terms he is eligible to make deposits if permitted
by such plan.

8
<PAGE>

(b) In the event the employee of an Affiliate transfers to the job status
of an Employee and satisfies the requirements of Section 3.01, he shall be
eligible to become a Participant as of the first day of the month next following
the later of such job transfer or the completion of such eligibility
requirements; provided, however, that said Employee makes application for
Participant status immediately upon becoming eligible. Failure to file such
immediate application shall postpone the commencement of his Plan participation
until he makes proper application at the next Entry Date or any Entry Date
thereafter. In the event that such transfer is with the knowing consent of the
applicable Affiliates, if the former savings plan so provides, the account
balances of the Participant under the former plan shall be transferred to this
Plan. In such event, the Administrator shall allocate them to the appropriate
subaccounts and shall apply such rules from the former plan as may be required
to satisfy the "protected benefit" requirements of Code Section 411(d)(6).

(a) The Participant may elect (either in lieu of or in addition to the
deposits that the Participant may elect to make with respect to Compensation
earned on and after his reemployment) to make deposits with respect to his
period of eligible military service ("Make-up Contributions"). The Participant
may elect Make-up Contributions during the period that begins on the date of the
Participant's reemployment from covered military service and extends (i) for
five years from the date of reemployment, or (ii) for a period equal to three
times the Participant's period of covered military service. The Make-up
Contributions may not exceed the maximum amount of deposits that would have been
permitted under the Plan and applicable Code provisions had the Participant been
continuously employed by the Employer during the period of military service,
reduced by the amount of deposits (if any) actually made by the Participant
during the period of military service.

9
<PAGE>

(12) month period immediately preceding his military service, the Participant's
average compensation from the Employer for the Participant's entire period of
employment with the Employer preceding the Participant's military service).

10
<PAGE>

Article IV. PARTICIPANT'S DEPOSITS

Section 4.01. Amount and Payment of Participant Deposits.

(a) At the time of eligibility for participation under Section 3.01(c)
hereof, a Participant shall select the rate of his deposits, which may be any
whole number between one percent (1%) and six percent (6%) of his Compensation
to his Savings Subaccount and/or any whole number between one percent (1%) and
ten percent (10%) of his Compensation to his Tax Deferral Subaccount.

(b) The rate of a Participant's deposits shall remain in effect until
changed by election. As of any Entry Date, a Participant may change the rate of
his deposits to any whole number between one and six percent (1% and 6%) of his
Compensation to his Savings Subaccount and/or any whole number between one and
ten percent (1% and 10%) of his Compensation to his Tax Deferral Subaccount by
giving notice to the Administrator.

(c) Deposits shall be made by the Participant through regular payroll
deduction from his Compensation. Amounts received by an Employer shall be
remitted to the Trustee as of the earliest date the Employer can reasonably
segregate such contributions from its general assets but not later than fifteen
(15) days following the end of the calendar month in which the deposits are
made.

(d) Deposits hereunder for any calendar month shall be the basis for the
allocation of amounts resulting from Employer contributions hereunder for such
month to the Participant's Tax Deferral Subaccount.

(e) No Participant shall contribute to the Tax Deferral Subaccount in
excess of Ten Thousand Five Hundred Dollars ($10,500) in any calendar year (or
such higher amount permitted pursuant to Code Section 402(g)) less the amount of
any elective deferral under all other plans, contracts or arrangements. In the
event it is determined by the Administrator that the Participant's contribution
to his Tax Deferral Subaccount shall exceed such amount, all further
contributions by the Participant for the calendar year shall cease unless the
Participant specifically elects to have future contributions contributed to the
Participant's Savings Subaccount.

Section 4.02. Suspension of a Participant's Deposits.

(a) Notwithstanding the provisions of Section 4.01 hereof, by notice to the
Administrator, a Participant may elect at any time to suspend making deposits.

(b) A Participant's deposits shall be automatically suspended for any
period he fails to meet the definition of Employee in Section 2.01(h) hereof.

(c) A Participant's deposits shall be automatically suspended for a period
of twelve (12) consecutive months, commencing the month following the Plan's
issuance of a distribution pursuant to Section 8.03 hereof.

11
<PAGE>

Section 4.03. Recommencement of Deposits.

Section 4.05. Rollover Deposits. The Administrator shall direct the Trustee
to accept benefits (in the form of cash) of any Participant arising out of his
participation in an employee pension benefit plan maintained by an employer or a
former employer of such person, as a qualified plan under Code Section 401 or
403 to the extent that such benefits constitute an "eligible rollover
distribution" under Code Section 402(c) or the proceeds from a rollover
individual retirement account under Code Section 408(d)(3). Any amount so
transferred shall be credited to the Participant's Rollover Subaccount.
Notwithstanding the foregoing, no such rollover shall apply in the case of a
transfer of employment from an Affiliate; any transfer of account balances shall
occur solely pursuant to Section 3.02(b).

Section 4.06. Average Deferral Percentage Test.

(a) The Plan is subject to the limitations of Code Section 401(k), which
are incorporated herein by this reference, including the statutory requirements,
the regulatory requirements of Treas. Reg. Section 1.401(k)-1, and all
subsequent Internal Revenue Service guidance issued under the applicable Code
provisions. Accordingly, the average deferral percentage for any Plan Year for
the group of highly compensated employees as defined in Code Section 414(q) who
are eligible to participate in the Plan ("Highly Compensated Participants")
shall not exceed the greater of:

(i) 125 percent of the average deferral percentage for the preceding Plan
Year for all employees who were eligible to participate in the Plan in
such Plan Year other than highly compensated employees for such year
as defined in Code Section 414(q) ("Non-Highly Compensated
Participants"); or

(ii) the lesser of (A) the average deferral percentage for the group of
Non-Highly Compensated Participants for the preceding Plan

12
<PAGE>

Year plus two percent; or (B) two times the average deferral
percentage for the group of Non-Highly Compensated Participants for
the preceding Plan Year.

(b) The deferral percentage for any Non-Highly Compensated Participant is
calculated by dividing the amount of the Participant's pre-tax deposits for the
preceding Plan Year by the Participant's compensation (as defined in Code
Sections 414(q)(4) and 415(c)(3)) for such Plan Year. The deferral percentage
for any Highly Compensated Participant is calculated by dividing the amount of
the Participant's pre-tax deposits for the current Plan Year by the
Participant's compensation (as defined in Code Sections 414(q)(4) and 415(c)(3))
for such Plan Year. The average deferral percentage for the group of Highly
Compensated Participants and the group of Non-Highly Compensated Participants is
the average of the deferral percentages calculated for each member of the
applicable group. In accordance with rules promulgated by the Internal Revenue
Service, the Administrator, in calculating a Participant's deferral percentage,
may elect to treat qualified elective contributions and qualified non-elective
contributions (if any) as if they were pre-tax deposits and/or to recharacterize
pre-tax deposits as after-tax contributions.

(c) The Administrator may from time to time establish limits (and as
appropriate, modify any such limit) on the amount or percentage of pre-tax
deposits that may be made by or on behalf of Highly Compensated Participants for
the Plan Year. In addition, the Administrator may prospectively decrease the
rate of pre-tax deposits of any Participant at any time, if the Administrator
determines that such action is necessary or desirable to enable the Plan to
comply or to ensure compliance with the average deferral percentage limitations
or the requirements of Code Sections 401(k), 402(g), 415 or other applicable
provisions.

(d) If the average deferral percentage of Highly Compensated Participants
for any Plan Year exceeds the applicable deferral percentage limitation for such
year, each affected Highly Compensated Participant shall receive a distribution
of the amount of his excess pre-tax deposits, together with income on such
pre-tax deposits for the Plan Year in which the contributions were made. Such
distribution shall be made on or before the last day of the Plan Year following
the Plan Year to which the excess pre-tax deposits relate; provided that the
relevant Employer will be subject to an excise tax if excess pre-tax deposits
are not distributed within two and one-half months following the close of the
Plan Year in which they were made. The aggregate amount of pre-tax deposits to
be refunded shall be determined by reducing (or leveling) the maximum allowable
level of pre-tax deposits to a percentage determined by the Administrator that,
if applied to all Highly Compensated Participants with a deferral percentage
above that level, would result in the average deferral percentage test being
satisfied. The aggregate amount required to be refunded shall be allocated among
(and distributed to) Highly Compensated Participants by reducing (or leveling)
the maximum dollar amount of pre-tax deposits for the Plan Year to an amount
determined by the Administrator that, if applied to all Highly Compensated
Participants with pre-tax deposits above that level, would result in a refund of
pre-tax deposits equal to the aggregate amount of excess pre-tax deposits
calculated in accordance with the preceding sentence. The amount required to be
distributed to any Highly Compensated Participant shall be reduced by the amount
of excess

13
<PAGE>

pre-tax deposits (if any) previously distributed to the Participant in order to
comply with Code Section 402(g)(5).

(e) To the extent that pre-tax deposits refunded to a Highly Compensated
Participant in accordance with subsection (d) above resulted in Employer
matching contributions being allocated to the Participant's account, such
matching contributions, together with all income on such matching contributions
for the Plan Year to which the matching contributions relate (but not including
any gap period income) shall be forfeited. This forfeiture shall occur
notwithstanding the vesting schedule otherwise applicable to matching
contributions.

(f) In the event that the Administrator determines that Code Section 401(k)
(including the regulations thereunder) may be applied in a manner different than
that prescribed in this Section, the Administrator, in its discretion, may make
appropriate adjustments and such adjustments shall be an effective amendment of
this section. In addition, the Administrator may promulgate such further rules
and procedures as it may deem necessary for the proper application of this
Section.

(g) Following the application of this Section and the average contribution
requirements below, the Administrator shall make further adjustments as
necessary to comply with the "multiple use" test of Code Section 401(m)(9) and
the regulations thereunder by refunding pre-tax or after-tax deposits or
distributing Employer matching contributions to Highly Compensated Employees as
the Administrator determines appropriate.

Section 4.07. Maximum Contribution Percentage Test.

(a) The Plan is subject to the limitations of Code Section 401(m), which
are incorporated herein by this reference, including the statutory requirements,
the regulatory requirements of Treas. Reg. Sections 1.401(m)-1 and 1.401(m)-2,
and all subsequent Internal Revenue Service guidance issued under the applicable
Code provisions. Accordingly, the average contribution percentage for any Plan
Year for the Highly Compensated Participants as defined in Section 4.06 shall
not exceed the greater of:

(i) 125 percent of the average contribution percentage for the preceding
Plan Year for Non-Highly Compensated Participants as defined in
Section 4.06; or

(ii) the lesser of (A) the average contribution percentage for the group of
Non-Highly Compensated Participants for the preceding Plan Year plus
two percent; or (B) two times the average contribution percentage for
the group of Non-Highly Compensated Participants for the preceding
Plan Year.

(b) The contribution percentage for any Non-Highly Compensated Participant
is calculated by dividing the amount of the Participant's after-tax deposits and
Employer matching contributions for the preceding Plan Year by the Participant's

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<PAGE>

compensation (as defined in Section 414(q)(4) and 415(c)(3) of the Code) for
such preceding Plan Year. The contribution percentage for any Highly Compensated
Participant is calculated by dividing the amount of the Participant's after-tax
deposits and Employer matching contributions for the Plan Year by the
Participant's compensation (as defined in Section 414(q)(4) and 415(c)(3) of the
Code) for the Plan Year. The average contribution percentage for the group of
Highly Compensated Participants and the group of Non-Highly Compensated
Participants is the average of the contribution percentages calculated for each
member of the applicable group. In accordance with rules promulgated by the
Internal Revenue Service, the Administrator, in calculating a Participant's
contribution percentage, may elect to take into account (in calculating
contribution percentages) pre-tax deposits and qualified non-elective
contributions (if any).

(c) The Administrator may from time to time establish limits (and as
appropriate, modify any such limit) on the amount or percentage of after-tax
deposits and/or Employer matching contributions that may be made by or on behalf
of Highly Compensated Participants for the Plan Year. In addition, the
Administrator may prospectively decrease the rate of after-tax deposits and/or
Employer matching contributions of any Participant at any time, if the
Administrator determines that such action is necessary or desirable to enable
the Plan to comply or to ensure compliance with the average contribution
percentage limitations or the requirements of Sections 401(m), 415 or other
applicable provisions of the Code.

(d) If the average contribution percentage of Highly Compensated
Participants for any Plan Year exceeds the applicable contribution percentage
limitation for such year, each affected Highly Compensated Participant shall
receive a distribution of the amount of his excess after-tax deposits and, if
necessary, employer matching contributions, together with income on such amounts
for the Plan Year in which made. Such distribution shall be made on or before
the last day of the Plan Year following the Plan Year to which the excess
amounts relate; provided that the Employer will be subject to an excise tax if
excess amounts are not distributed within two and one-half months following the
close of the Plan Year to which the excess amounts relate. The aggregate amount
to be refunded shall be determined by reducing (or leveling) the maximum
allowable level of after-tax deposits and Employer matching contributions to a
percentage determined by the Administrator that, if applied to all Highly
Compensated Participants with a contribution percentage above that level, would
result in the average contribution percentage test being satisfied. The
aggregate amount required to be refunded shall be allocated among (and
distributed to) Highly Compensated Participants by reducing (or leveling) the
maximum dollar amount of after-tax deposits and Employer matching contributions
for the Plan Year to an amount determined by the Administrator that, if applied
to all Highly Compensated Participants with after-tax deposits and/or matching
contributions above that level, would result in a refund equal to the aggregate
amount of excess amount calculated in accordance with the preceding sentence.
The determination of the amount of excess after-tax deposits and Employer
matching contributions required to be distributed to affected Highly Compensated
Participants shall be made after first determining the amount of any excess
deferrals under Section 402(g) of the Code and then after determining the excess
contributions under Section 401(k) of the Code.

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<PAGE>

(e) In the event that the Administrator determines that Section 401(m) of
the Code (including the regulations thereunder) may be applied in a manner
different than that prescribed in this Section, the Administrator, in its
discretion, may make appropriate adjustments. In addition, the Administrator may
promulgate such further rules and procedures as it may deem necessary for the
proper application of this Section.

Article V. EMPLOYER CONTRIBUTIONS AND FUNDING POLICY

Section 5.01. Employer Contributions.

(a) Subject to Section 5.01(c) hereof, each month the Employers shall
irrevocably contribute to the Trustee on behalf of each Participant an amount
equal to the Participant's deposits for such month, provided that the Employer
contributions shall be limited to four percent (4%) of his Compensation.

(b) The Employer's contribution for any Plan Year shall be paid to the
Trust Fund not later than the time prescribed by law, including any extensions
thereof, for filing the Employer's federal income tax returns with respect to
such Plan Year.

(c) If the Employer contributes an amount in excess of the amount it would
otherwise have contributed but for a mistake of fact, such excess, less any
losses thereon since its contribution, shall, upon the request of the Employer,
be returned to the Employer within one (1) year from the date of the mistaken
contribution, but no such return shall cause any Participant's account to be
reduced to an amount below the amount such account would contain if the mistaken
contribution had not been made.

Section 5.02. No Liability for Future Contributions. Benefits and
distributions under the Plan shall be only such as can be provided by the assets
of the Plan, and there shall be no liability or obligation on the part of an
Employer to make any further contributions in the event of termination of the
Plan.

Section 5.03. Funding Policy. The funding policy for the Plan is that the
Employer contributions and Participant deposits allocated to each investment
fund pursuant to Article VI hereof shall be managed in a manner consistent with
ERISA and the general investment objectives for such fund and for the purpose of
defraying the reasonable expenses of administering the Plan. The Investment
Committee shall have primary responsibility for carrying out the funding policy.

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<PAGE>

Article VI. INVESTMENT FUNDS

Section 6.01. Investment Fund Selection.

(c) Each Participant's deposits and allocable share of Employer
contributions shall be invested in the various investment funds to the extent
and as directed by the Participant pursuant to Sections 6.02 and 6.03 hereof.

Section 6.02. Direction of Investment.

(a) Each Participant shall direct, in the manner prescribed by the
Administrator, the portion of his own deposits, together with the matching
allocations contributed by the Employer, which are to be invested in each
investment fund described in Section 6.01 hereof, subject to the condition that
the applicable portions shall be based on whole percentages.

(c) A Participant's direction of investment shall remain in effect and may
be changed as of any Valuation Date only by giving notice to the Administrator
in the manner prescribed by the Administrator.

Section 6.03. Transfers Between Funds. A Participant may direct that all or
any part of the value of his interest in any investment fund be transferred to
one or more of the other funds by providing notice to the Administrator in the
manner prescribed by the Administrator. Transfers between investment funds are
subject to the procedures published by the Administrator.

Section 6.04. Voting of WEC Stock. A Participant may direct the voting at
each annual meeting and at each special meeting of the stockholders of Wisconsin
Energy

17
<PAGE>

Corporation of that number of whole shares of WEC Stock attributable to his
balance in the WEC Stock Fund, as of the Valuation Date preceding the record
date for such meeting. Each such Participant will be provided with copies of any
pertinent material together with a request for the Participant's confidential
instructions as to how such shares are to be voted. The Administrator shall
direct the Trustee to vote such shares in accordance with such instructions. Any
shares of WEC Stock for which the Administrator has not received such voting
instructions, shall be voted by the Trustee based on the proportionate results
of the instructions received for other shares except to the extent that the
Trustee in its good faith determination concludes other action is required in
order to comply with its fiduciary duties under ERISA.

Section 6.05. Tender Offers. In the event that WEC Stock becomes the
subject of a tender offer, each Participant shall have the sole and exclusive
right to decide whether to direct the Trustee to tender up to the number of
whole and fractional shares of WEC Stock attributable to his balance in the WEC
Stock Fund as of the Valuation Date preceding the date of the tender offer. Each
Participant shall have the right, to the extent the terms of the tender offer so
permit, to direct the withdrawal of such shares from tender. A Participant shall
not be limited as to the number of instructions to tender or to withdraw from
same which he can give, provided, however, that the Participant shall not have
the right to give such instructions outside a reasonable time period established
by the Trustee. Said reasonable time period shall be based on the ability of the
Trustee to comply with the offer. Each such Participant will be provided, by the
Administrator, within a reasonable time of the commencement of a tender offer,
copies of any pertinent material supplied by the tender offeror or Wisconsin
Energy Corporation, together with a request for the Participant's instructions
pertaining to tender of the applicable shares. Such written material shall
include:

(i) the offer to purchase as distributed by the offeror to the
shareholders of the Company;

(ii) a statement of the shares representing his interest in the WEC Stock
Fund as of the most recent information available to the Administrator;
and

(iii) directions as to the means by which a Participant can give
instructions with respect to the tender.

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<PAGE>

Article VII. PARTICIPANT ACCOUNTS

Section 7.01. Description of Participant Accounts. An account shall be
established by the Administrator for each Participant with balances for the
Savings Subaccount, Tax Deferral Subaccount, Employer Contribution Subaccount
and, if applicable, Rollover Subaccount representing such Participant's interest
in the investment funds.

Section 7.02. Allocation of Participant Deposits and Employer
Contributions.

(a) The Administrator shall credit the Participant's deposits to the Tax
Deferral Subaccount or the Savings Subaccount, as applicable, as received and in
accordance with the Participant's directions given pursuant to Section 6.02
hereof.

(b) Subject to the limitations in Section 12.05 hereof, the Administrator
shall allocate total Employer matching contributions for a month for the
Participants who made deposits during that month. Each Participant shall be
allocated an amount equal to the lesser of (i) his actual deposits during such
period, or (ii) four percent (4%) of his Compensation during such period. The
Administrator shall credit the Participant's matching amount to the Employer
Contribution Subaccount as of the last day of each month and in accordance with
the Participant's directions given pursuant to Section 6.02 hereof.

Section 7.03. Allocation of Changes in Value. As of each Valuation Date the
Trustee shall determine the net income, loss, appreciation and/or depreciation
earned by each investment fund. Brokerage commissions, transfer taxes, income
taxes and other charges and expenses in connection with the investments of a
particular fund shall be charged to such fund. The net amount determined for
each fund will be allocated to each participant's fund account proportionately
by starting with their account value at the beginning of the valuation period
and reducing that amount by any new loan issuances, loan expenses and
distributions. Employee and employer contributions and any rollover
contributions received during that valuation period will not share in earnings.

19
<PAGE>

Article VIII. BENEFITS

Section 8.01. Non-Forfeitability. A Participant shall at all times be fully
vested in and have a non-forfeitable right to the amounts in his account which
shall become payable pursuant to Section 8.05 hereof upon his termination of
employment with the Employers, his death or Total Disability.

Section 8.02. Withdrawal of Savings Subaccount Deposits. While employed
with an Employer, a Participant may upon written notice to the Administrator
elect to withdraw all or any portion of his Savings Subaccount. Distributions
shall be made as soon as administratively feasible. Withdrawals from the Savings
Subaccount may be made once during any calendar year provided that a Participant
may also make withdrawals from his Savings Subaccount at any time he is allowed
to make a withdrawal under Section 8.03 for a verifiable "hardship."

Section 8.03. Hardship Withdrawal of Rollover Subaccount and Tax Deferral
Subaccount Deposits. While employed with an Employer and upon verification of a
Hardship by the Administrator, a Participant who is under age fifty-nine and
one-half (59-1/2), may elect to withdraw from his Rollover Subaccount and Tax
Deferral Subaccount an amount not greater than the least of the following:

(i) The verified Hardship; or

(ii) The aggregate amount in his Rollover Subaccount and Tax Deferral
Subaccount less any outstanding loan balance; or

(iii) The aggregate amount of his Rollover Subaccount and his actual
deposits to his Tax Deferral Subaccount pursuant to Section 4.01(a) of
the Plan (i.e., gross deposits less any prior withdrawals).

Section 8.04. Withdrawals after Age 59-1/2. While employed with an Employer
after attainment of age fifty-nine and one-half (59-1/2), a Participant may upon

20
<PAGE>

written notice to the Administrator elect to withdraw all or any portion of his
account. Such withdrawals may be made once during any calendar year.

Section 8.05. Time and Manner of Payment and Date of Valuation.

(a) In the case of distributions, the value of the Participant's WEC Stock
Fund balance, if any, shall be paid in full shares of WEC Stock, to the extent
practicable. The number of shares to be distributed shall be the quotient of the
value of such account as of the applicable Valuation Date divided by the value
assigned by the Trustee to a share of WEC Stock for purposes of valuing the fund
as of such Valuation Date. Any remaining value of such balances and the value of
the Participant's balances in other funds shall be distributed in cash. Any
transfer taxes payable with respect to the distribution of shares of WEC Stock
shall be charged to the WEC Stock Fund. When a distribution from the WEC Stock
Fund occurs on a Valuation Date that falls between a WEC Stock dividend
declaration date and a WEC Stock dividend record date, the WEC Stock dividend
payable on shares of WEC Stock to be distributed to the terminating Participant
shall be allocated to such Participant. Notwithstanding the foregoing, a
Participant may elect to receive the cash value of his WEC Stock Fund account by
submitting to the Plan Administrator (at least twenty (20) days before the
distribution date) a written request for such cash disbursement.

(c) The value of a Participant's account shall be determined as of the
Valuation Date immediately preceding the date of distribution.

(d) Notwithstanding the foregoing, with respect to a five percent (5%)
owner of the Employer, benefits shall commence no later than April 1 following
the calendar year in which such Participant attains the age of seventy and
one-half (70-1/2) even if still employed. In addition, to the extent required by
the Code, no distribution in excess of Five Thousand Dollars ($5,000) shall be
made without the consent of the applicable Participant prior to his attainment
of age sixty-five (65).

Section 8.06. Distributions to Minor and Disabled Beneficiaries. Any
distribution under this Article which is payable to a Beneficiary who is a minor
or to a Participant or Beneficiary who, in the opinion of the Administrator, is
unable to manage his affairs by reason of illness or mental incompetence may be
made to or for the benefit of any such Participant or Beneficiary in such of the
following ways as the Administrator shall direct:

21
<PAGE>

(i) directly to any such minor Beneficiary, if, in the opinion of the
Administrator, he is able to manage his affairs,

(ii) to the legal representative of any such Participant or Beneficiary, or

(iii) to some near relative of any such Participant or Beneficiary to be
used for the latter's benefit.

The Administrator shall not be required to see to the proper application of any
such payment made to any person pursuant to the provisions of this Section 8.06.

Section 8.07. Loans to Participants. While it is the primary purpose of the
Plan to provide funds for Participants when they leave the Employer, it is
recognized under some circumstances it would be in the best interests of
Participants to permit loans to be made to them from their account.

Accordingly, the Administrator may, in the Administrator's sole discretion,
direct that a loan be made to a Participant for any purpose, subject to the
following:

(b) Each loan must be evidenced by a note payable to the Trustee on such
form as shall be furnished by the Administrator. Each note evidencing a loan to
a Participant shall be held on the Participant's behalf and shall be considered
an investment of his accounts. Each such note shall be stated in 12 month
increments, not to exceed five years. All loans shall be repaid in approximately
equal monthly installments, which are amortized over the term of the loan, in
approximately equal monthly installments through payroll deductions or in such
other manner as the Administrator may determine. As a condition precedent to the
approval of a loan, a Participant shall be required to authorize payroll
withholding for the total amount of the loan plus interest. The entire
outstanding balance of the loan plus accrued interest may be repaid without
penalty at any time provided the loan is not in default; no partial repayments
will be allowed. The amount of principal and interest repaid by a Participant
shall be credited to such Participant's account as each repayment is made.

(c) The Administrator shall have the sole authority to approve or
disapprove a loan and may consider, among other factors, the Participant's
ability to repay the loan.

22
<PAGE>

(d) A Participant may have no more than one outstanding loan at a time. A
Participant may apply for a new loan the first month following repayment of his
outstanding loan.

(e) To the extent the Administrator authorizes a loan to a Participant, the
principal amount of any such loan to a Participant may not be less than $1,000
and the maximum amount of any loan shall not exceed the smaller of (i) $50,000
reduced by the highest unpaid principal of a loan outstanding in the prior
twelve months or (ii) 50% of the balance in the Participant's account as of the
most recent Valuation Date. If extenuating circumstance exist, the
Administrator, in its sole discretion, may further limit the amount of any loan
approved.

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<PAGE>

(j) Notwithstanding the foregoing provisions of this Section 8.07, if a
distribution of a Participant's account is to be made in a lump sum prior to
repayment of any outstanding loan to the Participant under the Plan, then the
unpaid portion of any loan made to the Participant under the Plan, including
accrued interest, shall be deducted from the amount of the Participant's account
balances to be distributed to the Participant.

(k) The Administrator may establish additional rules and guidelines
relating to Participant loans under the Plan which rules and guidelines shall be
applied in a uniform and nondiscriminatory basis.

24
<PAGE>

Article IX. PLAN ADMINISTRATION

(ii) Formulate, issue and apply rules and regulations, which are consistent
with the terms and provisions hereof and the requirements of
applicable law;

(iii) Make appropriate determinations and calculations and direct the
Trustee and/or Insurer to pay benefits accordingly;

(iv) Prescribe and require the use of appropriate forms; and

(v) Prepare all reports which may be required by law.

Section 9.04. Fees and Expenses. Committee members who are employed by an
Affiliate shall serve without compensation but shall be reimbursed for all
reasonable

25
<PAGE>

Section 9.06. Delegation of Authority and Responsibility.

Section 9.08. Claims Procedure.

26
<PAGE>

Section 9.10. Communications.

27
<PAGE>

Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Attention: Administrator
Wisconsin Gas Company
Employees' Savings Plan

28
<PAGE>

Article X. AMENDMENT AND TERMINATION

29
<PAGE>

Article XI. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES

Section 11.01. Fiduciaries. The Administrator is the named fiduciary for
purposes of ERISA. The Board, the Investment Committee, any Insurer, and any
Trustee shall be fiduciaries only to the extent provided in ERISA with respect
to their respective duties for the Plan and Trust. No fiduciary designated shall
be required to give any bond or other security for the faithful performance of
its duties and responsibilities with respect to the Plan and/or the Trust Fund,
except as may be required from time to time under ERISA.

30
<PAGE>

Section 11.05. Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan,
the Trust Fund and/or the Trust Agreement.

31
<PAGE>

Article XII. GENERAL PROVISIONS

Section 12.01. NonGuarantee of Employment or Other Benefits. Neither the
establishment of the Plan, nor any modification or amendment thereof, nor the
payment of benefits hereunder shall be construed as giving any Employee or any
other person whomsoever any legal or equitable right against an Affiliate or its
individual shareholders, directors, officers or other personnel, the
Administrator, the Investment Committee or their respective members, any
Insurer, or any Trustee, or the right to the payment of any benefits hereunder
(unless the same shall be specifically provided herein) or as giving any
Employee or any other personnel the right to be retained in the employ of an
Affiliate or as affecting the right of the Affiliate to discipline or discharge
any Employee or any other personnel.

Section 12.03. Spendthrift Clause. Except as otherwise provided by the
Code, no Participant, Beneficiary or other person entitled to benefits hereunder
shall have the right to transfer, assign, alienate, anticipate, pledge or
encumber any part of such benefits, nor shall such benefits, or any part of the
Trust Fund be subject to seizure by legal process by any creditor of such
Participant, Beneficiary or other person. Any attempt to effect such a diversion
or seizure as aforedescribed shall be deemed null and void for all purposes
hereunder. Notwithstanding the foregoing, the Trustee may recognize a qualified
domestic relations order with respect to child support, alimony payments or
marital property rights if such order contains sufficient information for the
Administrator to determine that it meets the applicable requirements of Section
414(p) of the Code. Such an order may permit distribution to an alternate payee
prior to the time a Participant would be eligible for benefits hereunder. The
Administrator shall establish written procedures concerning the notification of
interested parties and the determination of the validity of such orders.

32
<PAGE>

Section 12.06. Top-Heavy Restrictions.

(a) Notwithstanding any provision to the contrary herein, in accordance
with Code Section 416, if the Plan is a top-heavy plan for any Plan Year, then
the provisions of this Section shall be applicable. The Plan is "top-heavy" for
a Plan Year if as of the last day of the preceding Plan Year (or the last day of
the Plan's first Plan Year, whichever is applicable, i.e., the Plan Year's
"determination date") the total present value of the accrued benefits of key
employees (as defined in Code Section 416(i)(1) and applicable regulations)
exceeds sixty percent (60%) of the total present value of the accrued benefits
of all employees under the Plan (excluding those of former key employees and
employees who have not performed any services during the preceding five (5) year
period) (as such amounts are computed pursuant to Section 416(g) and applicable
regulations using a five percent (5%) interest assumption and a 1971 GAM
mortality assumption) unless such plan can be aggregated with other plans
maintained by the applicable controlled group in either a permissive or required
aggregation group and such group as a whole is not top-heavy. Any
nonproportional subsidies for early retirement and benefit options are counted
assuming commencement at the age at which they are most valuable. In addition, a
plan is top-heavy if it is part of a required aggregation group which is
top-heavy. Any plan of a controlled group may be included in a permissive
aggregation group as long as together they satisfy the Code Section 401(a)(4)
and 410 discrimination requirements. Plans of a controlled group which must be
included in a required aggregation group include any plan in which a key
employee participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan which
enables such a plan to meet the Section 401(a)(4) or 410 discrimination
requirements. The present values of aggregated plans are determined separately
as of each plan's determination date and the results aggregated for the
determination dates which fall in the same calendar year. A "controlled group"
for purposes of this Section includes any group employers aggregated pursuant to
Code Sections 414(b), (c) or (m). The calculation of the present value shall be
done as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of which
funding calculations are generally made within the twelve month period ending on
the determination date. Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is top-heavy (within the meaning of Section 416(g) of the Code) the
accrued benefit of an Employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under (i) the method, if any,
that uniformly

33
<PAGE>

applies for accrual purposes under all plans maintained by the Affiliates, or
(ii) if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional accrual rate of
Section 411(b)(1)(C) of the Code.

(b) If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants who have not separated from service at the end of such
Plan Year will receive allocations of employer contributions and forfeitures
equal to the lesser of three percent (3%) of compensation (as defined in Code
Section 415) for such year or the percentage of compensation allocated on behalf
of the key employee for whom such percentage was the highest for such year
(including any salary reduction contributions). If a defined benefit plan is
top-heavy in a Plan Year and no defined contribution plan is maintained, the
employer-derived accrued benefit on a life only basis commencing at the normal
retirement age of each non-key employee shall be equal to a percentage of the
highest average compensation for five consecutive years, excluding any years
after such Plan permanently ceases to be top-heavy, such percentage being the
lesser of (i) twenty percent (20%) or (ii) two percent (2%) times the years of
service after December 31, 1983 in which a Plan Year ends and in which the Plan
is top-heavy. If the controlled group maintains both a defined contribution plan
and a defined benefit plan which cover the same non-key employee, such employee
will only be entitled to the defined benefit plan minimum.

Section 12.07. Indemnification. The Company shall indemnify any director,
officer and/or other personnel of an Affiliate who acts with respect to the Plan
and/or the Trust Fund as a member of the Board, the Investment Committee or the
Administrator and shall hold any such director, officer and/or other personnel
harmless from the consequences of his acts or conduct in connection with the
Plan and/or the Trust Fund except to the extent that such consequences are the
result of willful misconduct or gross negligence of such director, officer
and/or other personnel.

Section 12.08. Successors and Assigns. The Plan and the Trust Agreement
shall be binding upon the successors and assigns of the Company and any
Employer.

Section 12.09. Retroactive Effective Dates. The following provisions shall
apply retroactively from and after the date indicated:

(i) the deletion of the family aggregation rule in the definition of
"Compensation" in Section 2.01(g) effective January 1, 1997;

(ii) the military service rules in Section 3.03 effective December 12,
1994;

(iii) the Code Section 401(k) and 401(m) rules in Article IV effective
January 1, 1997; and

(iv) the increase in the minimum cash out amount in Section 8.06(d)
effective January 1, 1998

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<PAGE>

Section 12.10. Withholding/Rollover Rules.

(c) An eligible retirement plan is an individual retirement account
described in Section 408(a) of the Code, an individual retirement account
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.

(d) A distributee includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code, are
distributees with regard to the interest of the spouse or former spouse.

(e) A direct rollover is a payment by the Plan to the eligible retirement
plan specified by the distributee.

* * * * *

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<PAGE>

CERTIFICATION

The undersigned, as Administrator of the Wisconsin Gas Company
Employees' Savings Plan, hereby certifies that the foregoing document is a true
and accurate copy of said Plan as amended and restated effective in 2000
pursuant to resolutions adopted by the Board of Directors of Wisconsin Gas
Company.

Dated this ______ day of ______________, 2000.

WISCONSIN GAS COMPANY
EMPLOYEE BENEFIT PLANS COMMITTEE

By:
------------------------------
Committee Chairman

<PAGE>

EXHIBIT 4.6

STA-RITE INDUSTRIES
INCENTIVE SAVINGS PLAN

(As Amended and Restated Effective April 26, 2000)
<PAGE>

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE I. DEFINITIONS.........................................................1
Section 1.01. Definitions............................................1
Section 1.02. Construction...........................................4

ARTICLE II. PARTICIPATION AND VESTING SERVICE..................................5
Section 2.01. Participation Requirements.............................5
Section 2.02. Vesting Service........................................5
Section 2.03. Special Service Rule...................................5
Section 2.04. Transfers..............................................5
Section 2.05. Layoffs................................................6

ARTICLE III. CONTRIBUTIONS.....................................................7
Section 3.01. Election to Make Deposits..............................7
Section 3.02. Amount and Payment of Participant Deposits.............7
Section 3.03. Suspension of a Participant's Deposits.................8
Section 3.04. Incentive Contributions................................9
Section 3.05. No Liability for Future Contributions.................11
Section 3.06. Contributions Following USERRA Re-Employment..........11

ARTICLE IV. INVESTMENTS.......................................................13
Section 4.01. Direction of Investment...............................13
Section 4.02. Reallocation of Accounts..............................13
Section 4.03. Description of Funds..................................13
Section 4.04. Funding Policy........................................14
Section 4.05. Voting of WEC Stock...................................14
Section 4.06. Tender Offers.........................................14

ARTICLE V. PARTICIPANT ACCOUNTS...............................................16
Section 5.01. Description of Participant Accounts...................16
Section 5.02. Allocation of Participant Deposits and Employer
Contributions.........................................16
Section 5.03. Allocation of Changes in Value........................16
Section 5.04. Annual Statement for Participants.....................16
Section 5.05. Limitation on Allocations.............................17
Section 5.06. Portability...........................................17

ARTICLE VI. BENEFITS..........................................................18
Section 6.01. Eligibility for Benefits and Vesting..................18
Section 6.02. Death ...............................................19
Section 6.03. Form and Time of Payment..............................19
Section 6.04. Payment for Minor or Incompetent Person...............19
Section 6.05. Withdrawals...........................................20
Section 6.06. Loans ...............................................21

i
<PAGE>

Page
----

ARTICLE VII. PLAN ADMINISTRATION..............................................23
Section 7.01. Appointment of Administrator..........................23
Section 7.02. Responsibility and Authority of the Administrator.....23
Section 7.03. Organization and Procedure............................23
Section 7.04. Delegation of Duties and Responsibilities.............23
Section 7.05. Use of Professional Services..........................24
Section 7.06. Fees and Expenses.....................................24
Section 7.07. Requirement to Furnish Information and to Use
Administrator's Forms.................................24
Section 7.08. Claims Procedure......................................24
Section 7.09. Communications........................................25

ARTICLE VIII. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES..................26
Section 8.01. Named Fiduciaries.....................................26
Section 8.02. Allocation of Fiduciary Responsibilities..............26
Section 8.03. General Limitation on Liability.......................26
Section 8.04. Responsibility for Co-Fiduciaries.....................26
Section 8.05. Multiple Fiduciary Capacities.........................27
Section 8.06. Indemnification.......................................27

ARTICLE IX. AMENDMENT AND TERMINATION.........................................28
Section 9.01. Amendment.............................................28
Section 9.02. Termination...........................................28
Section 9.03. Non-Reversion of Assets...............................28

ARTICLE X. GENERAL PROVISIONS.................................................29
Section 10.01. Non-Guarantee of Employment or Other Benefits.........29
Section 10.02. Mergers, Consolidations and Transfers of Plan Assets..29
Section 10.03. Spendthrift Clause....................................29
Section 10.04. Exclusive Benefit.....................................29
Section 10.05. Full Satisfaction of Claims...........................30
Section 10.06. Successors and Assigns................................30
Section 10.07. Top-Heavy Restrictions................................30
Section 10.08. Distributions for Rollover Transactions...............31

CERTIFICATION.................................................................33

ii
<PAGE>

STA-RITE INDUSTRIES
INCENTIVE SAVINGS PLAN
----------------------

ARTICLE I. DEFINITIONS
----------------------

Section 1.01 Definitions. Unless the context clearly indicates otherwise,
the following words and phrases when used herein shall have the following
respective meanings:

(a) "Administrator" means the Sta-Rite Industries, Inc. Employee Benefits
Administration Committee appointed as administrator of the Plan pursuant to
Section 7.01 hereof.

(b) "Affiliate" means an Employer and any other member of a controlled
group of corporations, a group of trades or businesses under common control or
an affiliated service group, as defined in Code Section 414(b), (c), (m) or (o),
that includes an Employer.

(c) "After Tax Deposits" means amounts contributed by Participants pursuant
to Section 3.02(b) hereof which are after-tax contributions and are not matched
by the Employers.

(d) "Before Tax Deposits" means amounts designated by Participants pursuant
to Section 3.02(a) hereof which are contributed by the Employers in lieu of
payment of an equal amount to the Participant as compensation.

(e) "Beneficiary" means the person, trust and/or other entity entitled to
receive benefits in the event of the Participant's death as provided by the
provisions in the Plan. Any designation of a Beneficiary shall be in writing and
filed with the Administrator on the form and in the manner prescribed by the
Administrator and may be changed or withdrawn at any time by the Participant.
The most recent valid designation on file with the Administrator at the time of
the Participant's death shall be the Beneficiary. Notwithstanding the foregoing,
in the event the Participant is married at the time of his death, the
Beneficiary shall be the Participant's spouse unless the spouse consents in
writing to the designation of an alternative Beneficiary and such consent is
witnessed (i) by a Plan representative appointed by the Administrator or (ii) by
a notary public. In the event no valid designation of Beneficiary is on file at
the date of death or no designated Beneficiary survives him, the Participant's
spouse shall be deemed to be the Beneficiary; in the further event the
Participant has no spouse or the spouse does not survive him, the Participant's
estate shall be deemed to be the Beneficiary. Notwithstanding the foregoing, in
the event of the Participant's divorce, the former spouse shall cease to be a
Beneficiary unless after such divorce the Participant completes a new
designation naming such individual as a Beneficiary.

(f) "Board" means the board of directors of the Company.
<PAGE>

(g) "Code" means the Internal Revenue Code of 1986, as interpreted and
applied by regulations and rulings issued pursuant thereto, all as amended and
in effect from time to time.

(h) "Company" means Sta-Rite Industries, Inc., a Wisconsin corporation, and
any successors and assigns thereto.

(i) "Compensation" means a Participant's earnings from the Employers before
deductions including overtime, commissions, bonuses and any salary reduction
pursuant to Code Section 125 or 401(k), but excluding long term disability
payments, severance pay and Employer contributions hereunder, all determined in
accordance with such uniform rules, regulations or standards as may be
prescribed by the Administrator. The maximum annual compensation taken into
account hereunder for purposes of calculating any Participant's accrued benefit
(including the right to any optional benefit) and for all other purposes under
the Plan shall be $170,000 (or such higher amount permitted pursuant to Code
Section 401(a)(17)).

(j) "Employee" means any person actively employed by an Employer who is not
in a collective bargaining unit with which an Employer has a bargaining
agreement unless such agreement specifically provides that persons in such unit
shall be covered by the Plan. Notwithstanding the foregoing, this Plan shall
only be applicable to those persons actively employed in the United States and
those based in the United States but temporarily employed in a foreign country.
A person who is a "leased employee" within the meaning of Code Sections 414(n)
and (o) shall not be eligible to participate in the Plan, but in the event such
a person was participating or subsequently becomes eligible to participate
herein, credit shall be given for the person's service as a leased employee
toward completion of the Plan's eligibility and vesting requirements, including
any service for any Affiliate. For purposes hereof, a person shall be deemed an
employee of a corporation if such person is included on such corporation's
payroll; a person shall not be an employee merely because a person is an officer
of an Employer or because an Employer is assessed an internal charge on its
books for the benefit of an Affiliate which employs such person who performs
some services for the Employer at the request of said Affiliate. Notwithstanding
the foregoing, employees of Omni Filter shall not be treated as Employees prior
to July 1, 2000.

(k) "Employer" means the Company and each other subsidiary or affiliated
corporation designated by the Board as an Employer hereunder which adopts the
Plan by appropriate corporate action.

(l) "ERISA" means the Employee Retirement Income Security Act of 1974, as
interpreted and applied by regulations and rulings issued pursuant thereto, all
as amended and in effect from time to time.

(m) "Hours of Service" means each hour for which the employee is directly
or indirectly compensated or entitled to compensation by an Affiliate for the
performance of services or for other reasons such as vacation, sickness, holiday
or disability, which hours shall be credited for the period in which they
occurred. Hours shall also be credited, to the extent not otherwise counted, in
the event back pay is awarded or agreed to by an Employer,

2
<PAGE>

irrespective of mitigation of damages. With respect to any employee for whom
records or hours are not regularly maintained, Hours of Service shall be
credited at the rate of forty-five (45) Hours of Service for each week in which
the employee is credited for at least one Hour. No credit shall be given for
payments pursuant to applicable workers' compensation or unemployment
compensation laws nor for any hours in excess of five hundred one (501) during a
single, continuous period during which no work is performed. Hours of Service
hereunder shall be credited by the Administrator in accordance with Department
of Labor Regulation Section 2530.200b-2(b) and (c). Notwithstanding the
foregoing, an Employee who is re-employed following a period of qualified
military service pursuant to which such individual has re-employment rights
under USERRA shall be credited with the number of hours of service that the
Employee would have otherwise had but for such period of qualified military
service.

(n) "Incentive Contributions" means amounts contributed by the Employers
pursuant to Section 3.04 hereof to match the Before Tax Deposits of
Participants.

(o) "Investment Committee" means the Retirement Plans Investment Committee
established and appointed to perform such duties with respect to the Trust Fund
as it may be delegated from time to time.

(p) "Participant" means any person who satisfies the requirements of
Section 2.01 hereof.

(q) "Plan" means the defined contribution profit sharing plan herein
contained, as amended and in effect from time to time, which plan shall be known
as the "Sta-Rite Industries Incentive Savings Plan". The governing documents for
the Plan shall include this document, any amendments hereto, Board resolutions
relating hereto and any uniformly applicable rules, regulations and standards
promulgated by the Administrator consistent and in accordance with the terms
hereof.

(r) "Plan Year" means the calendar year.

(s) "Stock" means the common stock of Wisconsin Energy Corporation, the
ultimate parent corporation of the Company.

(t) "Trust" means the WICOR, Inc. Master Savings Plan Trust as amended and
in effect from time to time.

(u) "Trust Fund" means all sums of money, Stock, and other property,
together with all earnings, income and increment thereon, held in trust under
the Plan pursuant to the terms of the Trust.

(v) "Trustee" means Marshall & Ilsley Trust Company, or any successor or
successors thereto designated pursuant to the provisions of the Trust.

3
<PAGE>

(w) "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994, as interpreted and applied by regulations and rulings issued
pursuant thereto, all as amended and in effect from time to time.

(x) "Vesting Service" means the years of employment credited pursuant to
Section 2.02 hereof.

Section 1.02. Construction. (a) Wherever any words are used herein in the
masculine, they shall be construed as though they were used in the feminine in
all cases where they would so apply; and wherever any words are used herein in
the singular or the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would so
apply. The words "hereof", "herein", "hereunder", and other similar compounds of
the word "here" shall mean and refer to this entire document and not to any
particular Article or Section. Titles of Articles and Sections hereof are for
general information only, and the Plan is not to be construed by reference
thereto.

(b) The Plan is intended to qualify as a "cash or deferred arrangement"
under Code Section 401(k) and shall be interpreted so as to comply with the
applicable requirements thereof, where such requirements are not clearly
contrary to the express terms hereof. The Plan shall be construed and its
validity determined according to the laws of the State of Wisconsin to the
extent such laws are not preempted by federal law. In case any provision of the
Plan shall be held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts of the Plan, but the Plan shall
be construed and enforced as if said illegal and invalid provisions had never
been inserted therein.

4
<PAGE>

ARTICLE II. PARTICIPATION AND VESTING SERVICE
---------------------------------------------

Section 2.01.Participation Requirements. (a) Effective August 1, 1999,
there shall be two separate sets of participation requirements, one applicable
for eligibility to make employee contributions pursuant to Section 3.01 hereof
and the other for eligibility for employer matching incentive contributions
pursuant to Section 3.04 hereof. For purposes of Section 3.01, an Employee shall
be a Participant as of the later of the date of hire as an Employee or the
attainment of eighteen (18) years of age. In order to become a Participant for
purposes of Section 3.04, an Employee must complete the eligibility requirements
provided in subsection (b) below and shall become a Participant as of the first
day of the calendar quarter coincidental with or next following the completion
of such requirements.

(b) The eligibility requirements for participation for Section 3.04 are:

(i) completion of 250 Hours of Service;

(ii) employment by an Employer; and

(iii) attainment of at least eighteen (18) years of age.

If a person has completed the eligibility period at any time, the person shall
be treated for all purposes of the Plan as having satisfied such requirement at
any time thereafter, regardless of any termination of or break in service which
may occur.

Section 2.02. Vesting Service. Each person shall be credited with Vesting
Service for each Plan Year before and after January 1, 1984, in which he has
completed at least 1,000 Hours of Service. Employees of Hydro-Flow Filtration
Systems, Inc. on February 1, 1996, shall receive credit for Vesting Service for
employment with such company prior to that date.

Section 2.03. Special Service Rule. For purposes hereof, employment with an
Affiliate shall include (i) employment with any predecessor of the Affiliate and
(ii) previous employment with any member of the controlled group of corporations
(or any predecessor thereto) of which the Affiliate is a member within the
meaning of Code Section 414(b) or (c) during the period such corporation was not
a member of the controlled group if and only if the Employee was continuously
employed with one or more members of the controlled group (determined as of the
date of calculation) from the date of such employment with such corporation to
the date of said calculation.

Section 2.04. Transfers. (a) If a Participant is transferred to
non-Employee status with an Employer or in any fashion not subject to (b) below,
the account balance which has accrued to the date of transfer under this Plan
shall remain invested pursuant to Article IV hereof while the Participant is in
the non-Employee employment of the Employer. No Before Tax Deposits, After Tax
Deposits, or Incentive Contributions shall be made on behalf of such Participant
during any such non-Employee service.

5
<PAGE>

(b) If a Participant is transferred to non-Employee status with an
Affiliate which is not an Employer, with the knowing consent of the applicable
Affiliates, the account balance which has accrued to the date of transfer under
this Plan shall remain invested pursuant to Article IV hereof until the end of
the calendar year quarter in which occurs the later of such transfer or the
Participant's completion of five years of Vesting Service. As of such quarter
end, the account balance shall be transferred to the applicable defined
contribution plan of the employing Affiliate for investment in accordance with
the terms thereof if such plan permits. If no transfer is permitted, the
accounts shall remain invested herein while the Participant is in the
non-Employee employment of such Affiliate. No Before Tax Deposits, After Tax
Deposits, or Incentive Contributions shall be made on behalf of such Participant
during any such non-Employee service.

Section 2.05. Layoffs. (a) For purposes of the Plan, an Employee who is
laid off will not be treated as transferred to non-Employee status, and such
laid off Employee shall continue to be eligible for Incentive Contributions in
accordance with the terms of the Plan for a period of twelve (12) months. At the
end of such twelve (12) month period, the Employee shall be treated as
terminated for all purposes of the Plan.

(b) In the event a Participant on layoff is recalled to active employment,
such Participant may elect to make Before Tax Deposits and/or After Tax Deposits
as of any payroll period commencing within the first thirty (30) days of
employment. In the event no such election is made, the entry dates provided in
Article III shall be applicable.

6
<PAGE>

ARTICLE III. CONTRIBUTIONS
--------------------------

Section 3.01. Election to Make Deposits. Upon completion of the
participation requirements in Section 2.01 hereof, a Participant may make an
election to make Before Tax Deposits under the Plan. A Participant is not
required to make such election immediately upon completion of the participation
requirements but may, subject to any rules the Administrator may adopt, make the
election at a later date. The election shall be made with the Administrator in
the manner the Administrator prescribes. The election shall be effective as of
the first day of the Employee's payroll period coincidental with or next
preceding the first day of the month following the filing of such election and
shall continue in effect until suspended or terminated pursuant to the terms of
the Plan, except that an election by an Employee as of the Employee's initial
participation date shall be effective immediately. To the extent provided by the
Administrator, any such election by a Participant may be made separately with
respect to different types of Compensation.

Section 3.02. Amount and Payment of Participant Deposits. (a) Before Tax
Deposits: At the time of the election under Section 3.01 hereof, the Participant
shall select the rate of Before Tax Deposits, which may be any whole percentage
of Compensation up to a maximum of twelve percent (12%). Before Tax Deposits
shall be made by payroll deduction and shall commence with the payroll period in
which the election is effective.

(b) After Tax Deposits: In addition to, or in lieu of, Before Tax Deposits,
a Participant may elect to make After Tax Deposits in a manner prescribed by the
Administrator. At the time of such election, the Participant shall select the
rate of After Tax Deposits, which may be any whole percentage of Compensation up
to eight percent (8%). After Tax Deposits shall be made by payroll deductions in
accordance with the written directions of the Participant and the rules
prescribed by the Administrator.

(c) Change in Rate: The rate of a Participant's Before Tax Deposits and
After Tax Deposits shall remain in effect and may be changed only as of the
first day of the Participant's payroll period coincidental with or next
following the first day of the calendar month following the making of an
appropriate election with the Administrator.

(d) Payment: Deposits received by the Employers through payroll deduction
shall be remitted to the Trustee on a monthly or more frequent basis as
determined by the Administrator.

(e) No Participant shall contribute Before Tax Deposits in excess of
$10,500 in any calendar year (or such higher amount permitted pursuant to Code
Section 402(g)) less the amount of any elective deferrals under all other plans,
contracts or arrangements maintained by the Affiliates. In addition, the Plan is
subject to the limitations of Code Section 401(k) which are incorporated herein
by this reference. Accordingly, effective January 1, 1997, the actual deferral
percentage for highly compensated employees as defined in Code Section 414(q)
for a Plan Year shall not exceed the greater of:

7
<PAGE>

(i) the actual deferral percentage of the nonhighly compensated employees
for the immediately preceding Plan Year multiplied by 1.25, or

(ii) the lesser of (A) the actual deferral percentage of the nonhighly
compensated employees for the immediately preceding Plan Year plus two
percentage points, or (B) the actual deferral percentage of the
nonhighly compensated employees for the immediately preceding Plan
Year multiplied by 2.0,

subject to such other applicable limit as may be prescribed by the Secretary of
the Treasury to prevent the multiple use of this alternative limitation. In
order to ensure the favorable tax treatment of Before Tax Deposits hereunder
pursuant to Code Section 401(k) or to ensure compliance with Code Section 402(g)
or 415, the Administrator in its discretion may prospectively decrease the rate
of Before Tax Deposits of any Participant at any time and, to the extent
permitted by applicable regulations, may direct the Trustee to refund Before Tax
Deposits to any Participant. Any excess contributions, determined (i) after any
recharacterization of deferrals as after-tax contributions if applicable and use
of qualified nonelective contributions and/or qualified matching contributions
as helpful in the actual deferral percentage test, and (ii) by reducing the
actual deferral percentage for highly compensated employees until the test is
satisfied, and excess deferrals shall be distributed including applicable income
determined pursuant to applicable regulations (but excluding gap period income)
together with any applicable matching contribution. Such distributions shall be
made during the Plan Year following the year the excess contributions were made,
and the amount shall be allocated among (and distributed to) those highly
compensated employees with the greatest dollar amount of Before Tax Deposits in
the Plan Year in which such excess contributions were made.

Section 3.03. Suspension of a Participant's Deposits.

(a) A Participant's Before Tax Deposits and After Tax Deposits, if any,
shall be automatically suspended for any period the Participant is not an
Employee and for a period of four (4) full calendar quarters following any
withdrawal under Section 6.05(a) hereof, any such period to be deemed the
minimum period of suspension.

(b) Participants shall not be permitted to make up suspended Before Tax
Deposits or to make retroactive Before Tax Deposits except where the
Administrator determines that an administrative or clerical error has occurred
in determining or deducting from Compensation the amount of Before Tax Deposits
elected by the Participant.

(c) A Participant whose deposits are suspended under paragraph (a) of this
Section may resume making such deposits effective with the first day of the
Participant's payroll period coincidental with or next preceding the first day
of the month next following the later to occur of the making of such election in
the manner prescribed by the Administrator or the minimum period of suspension.

8
<PAGE>

Section 3.04. Incentive Contributions. (a) Subject to reduction through
application of forfeitures pursuant to Section 6.01 hereof, the Employers shall
irrevocably contribute to the Trustee for each Plan Year an amount equal to the
percentage of the Before Tax Deposits of eligible Participants employed by such
Employer indicated by the following schedule:

Employer Contribution
As a Percentage of
Return on Assets Before Tax Deposits
---------------- -------------------

Less than 9% 50%
9% to 9.99% 55%
10% to 10.99% 60%
11% to 11.99% 65%
12% to 12.99% 70%
13% or more 75%

The Incentive Contribution for each Participant shall be based on a maximum
Basic Deposit of four percent (4%) of Compensation. For purposes of the
foregoing schedule, "Return On Assets" means the aggregate earnings before
income taxes of the Company and its subsidiaries divided by the average total
assets of the Company and its subsidiaries. "Earnings before income taxes" means
the consolidated earnings of the Company and its subsidiaries as shown on the
Company's consolidated statement of earnings for the year then ended as
determined according to the Company's regular accounting procedures, but before
deductions for federal and state income taxes or any contributions hereunder;
provided, that credits or charges to income representing non-recurring or
extraordinary items, as defined by generally accepted accounting principles,
shall be disregarded in such determination of earnings before income taxes.
"Average total assets" is defined as the sum of the month end total assets, as
shown on the consolidated balance sheet of the Company and its subsidiaries for
such year, divided by twelve to obtain an average for the year. The Company
shall determine "return on assets," "earnings before income taxes," and "average
total assets," each fiscal year and such determination shall be final and
conclusive for all purposes of the Plan.

(b) In the event a Participant works for more than one Employer, each
Employer shall contribute a prorata share based on the Compensation it paid to
the Participant during the applicable period. An Employer's Incentive
Contributions shall be paid to the Trustee prior to the end of the due date,
including extensions, for the Company's federal tax return for the applicable
Plan Year. Incentive Contributions are not intended to be nor shall they be
treated as part of a "cash or deferred arrangement" under Code Section 401(k).

(c) For purposes of the minimum Incentive Contributions under this Section
and Section 5.02(b), eligible Participants shall include each Participant who
either (i) is employed by an Employer on the last day of the applicable calendar
quarter or (ii) retired pursuant to the terms of the applicable pension plan
maintained by an Affiliate, died, or became totally and permanently disabled
during such calendar quarter. For purposes of

9
<PAGE>

Incentive Contributions in excess of the minimum under this Section and Section
5.02(c), eligible Participants shall include each Participant who either (i) is
employed by an Employer on the last day of the applicable Plan Year or (ii)
retired pursuant to the terms of the applicable pension plan maintained by an
Affiliate, died, or became totally and permanently disabled during such Plan
Year.

(d) Incentive Contributions may be made in cash or in an applicable number
of shares of Stock reflecting Participant elections of the WEC Stock Fund
pursuant to Article IV hereof. The minimum Incentive Contributions on each
Participant's Before Tax Deposits up to four percent (4%) of Compensation shall
be paid to the Trustee on a quarterly basis. Any excess Incentive Contributions
over the minimum amount shall be paid to the Trustee prior to the end of the
month of March following the end of the applicable Plan Year.

(e) The Plan is subject to the limitations of Code Section 401(m) which are
incorporated herein by this reference. Accordingly, effective January 1, 1997,
the actual contribution percentage of employer contributions and After Tax
Deposits for highly compensated employees as defined in Code Section 414(q) for
a Plan Year shall not exceed the greater of:

(i) the actual contribution percentage of the nonhighly compensated
employees for the immediately preceding Plan Year multiplied by 1.25,
or

(ii) the lesser of (A) the actual contribution percentage of the nonhighly
compensated employees for the immediately preceding Plan Year plus two
percentage points, or (B) the actual contribution percentage of the
nonhighly compensated employees for the immediately preceding Plan
Year multiplied by 2.0,

subject to such other applicable limit as may be prescribed by the Secretary of
the Treasury to prevent the multiple use of this alternative limitation. In
order to ensure compliance with Code Section 401(m), any excess aggregate
contributions, determined (i) after any recharacterization of deferrals as
after-tax contributions if applicable and use of qualified nonelective
contributions and/or qualified matching contributions as helpful in the actual
contribution percentage test, and (ii) by reducing the actual contribution
percentage for highly compensated employees until the test is satisfied, shall
be distributed if vested or forfeited if forfeitable, including applicable
income determined pursuant to applicable regulations (but excluding gap period
income) together with any applicable matching contribution. Such distributions
shall be made during the Plan Year following the year the excess aggregate
contributions were made, and the amount shall be allocated among (and
distributed to) those highly compensated employees with the greatest dollar
amounts of After Tax Deposits and Incentive Contributions for the Plan Year in
which such excess aggregate contributions were made.

10
<PAGE>

Section 3.05. No Liability for Future Contributions. Benefits and
distributions under the Plan shall be only such as can be provided by the assets
of the Plan, and there shall be no liability or obligation on the part of any
Employer to make any further contributions in the event of termination of the
Plan as applied to such Employer.

Section 3.06. Contributions Following USERRA Re-Employment. Effective
December 12, 1994, the following provisions shall apply to a Participant who is
absent from active employment with an Employer on account of qualified military
service (as defined in Code section 414(u)) and who returns from such military
service to active employment with an Employer under terms and conditions that
entitle the Employee to the protections of USERRA.

(a) The Participant may elect (either in lieu of or in addition to the
Before Tax Deposits and After Tax Deposits that the Participant may elect to
make under Section 3.01 with respect to Compensation earned on and after his
reemployment) to make Before Tax Deposits or After Tax Deposits, or both, with
respect to his period of qualified military service (individually or
collectively, "Make-up Contributions"). The Participant may elect Make-up
Contributions during the period that begins on the date of the Participant's
reemployment from qualified military service and extends for the lesser of (i)
five years from the date of reemployment, or (ii) a period equal to three times
the Participant's period of qualified military service. The Make-up
Contributions may not exceed the maximum amount of Before Tax Deposits and After
Tax Deposits that would have been permitted under the Plan and applicable Code
provisions had the Participant been continuously employed by an Employer during
the period of military service, reduced by the amount of Before Tax Deposits and
After Tax Deposits (if any) actually made by the Participant during the period
of military service.

(b) The Employer shall make an Incentive Contribution with respect to
Before Tax Deposits in an amount equal to the amount of Incentive Contribution
that would have been made on behalf of the Participant had the Before Tax
Deposits been made during the period of qualified military service.

(c) No adjustment shall be made to a Participant's account to reflect the
gain or loss that would have been credited (or charged) to the Participant's
account had the Make-Up Contributions and Incentive Contributions described in
this Section 3.06 been made during the period of qualified military service
rather than following the Participant's return to active employment.

(d) For purposes of this Section 3.06, such Participant shall be treated as
receiving Compensation during such period of qualified military service equal to
the Compensation such Participant would have received during such period,
determined based on the rate of pay the Participant would have received but for
such absence, or, if the preceding determination cannot be reasonably made, the
Participant's average Compensation during the 12-month period immediately
preceding the qualified military service (or, if shorter, the period of
employment immediately preceding the qualified military service).

11
<PAGE>

ARTICLE IV. INVESTMENTS
-----------------------

Section 4.01. Direction of Investment. (a) Each Participant shall direct,
in the manner the Administrator prescribes, the percentage of Before Tax
Deposits, After Tax Deposits, and allocable share of Incentive Contributions
which shall be invested in each fund described in Section 4.03 hereof subject to
the following conditions:

(i) Any percentage selected must be in a whole multiple of one percent
(1%); and

(ii) Before Tax Deposits, After Tax Deposits, Incentive Contributions and
any rollover contributions pursuant to Section 5.06 must be invested
identically.

(b) In the event a Participant fails to direct investment of any part of
the account, such amount shall be invested on the Participant's behalf in the
fund selected for such purpose from time to time by the Administrator.

(c) A Participant's direction of investment shall remain in effect and may
be changed at such times and pursuant to such rules as the Administrator may
establish.

(d) An election with respect to the allocation of future contributions
shall not affect the allocation of existing balances and an election with
respect to the allocation of existing balances shall not affect the allocation
of future contributions.

Section 4.02. Reallocation of Accounts. Each Participant may direct the
Trustee, in the manner the Administrator prescribes, to reallocate the
Participant's accounts at such times and pursuant to such rules as the
Administrator may establish. Any reallocation from one fund to another must be
in a whole multiple of one percent (1%) of the transferee fund's assets.

Section 4.03. Description of Funds. (a) The Investment Committee shall
provide at least three (3) investment funds with materially different investment
characteristics.

(b) Pending investment in securities of a character described for the fund,
any part of a fund may be invested in savings accounts or other deposits with a
bank, commercial paper or other short-term securities, not including any
securities of an Affiliate.

(c) Additional funds shall be established in the discretion of the
Investment Committee, with such titles and investment characteristics as shall
be determined by the Investment Committee and communicated to Participants. The
Investment Committee shall also have the authority to eliminate any investment
fund in its discretion.

(d) Each Participant's Before Tax Deposits, After Tax Deposits, and
allocable share of Incentive Contributions shall be invested in the various
funds and as directed by the Participant pursuant to Sections 4.01 and 4.02
hereof.

12
<PAGE>

Section 4.04. Funding Policy. The funding policy for the Plan is that
Incentive Contributions, Before Tax Deposits and After Tax Deposits shall be
managed in a manner consistent with ERISA and the general investment objectives
for the applicable funds and for the purpose of defraying the reasonable
expenses of administering the Plan. The Investment Committee shall have primary
responsibility for carrying out the funding policy, and in addition to its
specific responsibilities set forth elsewhere in the Plan, shall establish and
communicate to the Trustee and/or other investment manager the general
investment policy and objectives for the funds designated pursuant to Section
4.03 hereof.

Section 4.05. Voting of WEC Stock. A Participant may direct the voting at
each annual meeting and at each special meeting of the stockholders of Wisconsin
Energy Corporation of that number of whole shares of Stock attributable to his
balance in the WEC Stock Fund, as of the valuation date preceding the record
date for such meeting. Each such Participant will be provided with copies of any
pertinent material together with a request for the Participant's confidential
instructions as to how such shares are to be voted. The Administrator shall
direct the Trustee to vote such shares in accordance with such instructions. Any
shares of Stock for which the Administrator has not received such voting
instructions, shall be voted by the Trustee based on the proportionate results
of the instructions received for other shares except to the extent that the
Trustee in its good faith determination concludes other action is required in
order to comply with its fiduciary duties under ERISA.

Section 4.06. Tender Offers. In the event that Stock becomes the subject of
a tender offer, each Participant shall have the sole and exclusive right to
decide whether to direct the Trustee to tender up to the number of whole and
fractional shares of Stock attributable to his balance in the WEC Stock Fund as
of the valuation date preceding the date of the tender offer. Each Participant
shall have the right, to the extent the terms of the tender offer so permit, to
direct the withdrawal of such shares from tender. A Participant shall not be
limited as to the number of instructions to tender or to withdraw from same
which he can give, provided, however, that the Participant shall not have the
right to give such instructions outside a reasonable time period established by
the Trustee. Said reasonable time period shall be based on the ability of the
Trustee to comply with the offer. Each such Participant will be provided, by the
Administrator, within a reasonable time of the commencement of a tender offer,
copies of any pertinent material supplied by the tender offeror or Wisconsin
Energy Corporation, together with a request for the Participant's instructions
pertaining to tender of the applicable shares. Such written material shall
include:

(i) the offer to purchase as distributed by the offeror to the
shareholders of the Company;

(ii) a statement of the shares representing his interest in the WEC Stock
Fund as of the most recent information available to the Administrator;
and

(iii) directions as to the means by which a Participant can give
instructions with respect to the tender.

13
<PAGE>

The Trustee shall aggregate numbers representing Participants' instructions and
shall tender such shares in accordance with such instructions. Any shares of
Stock for which the Administrator has not received such tender offer
instructions, shall not be tendered. The proceeds of any shares of Stock
tendered in accordance with this Section which are purchased and paid for by the
tender offeror shall be credited to the investment fund or funds elected by the
Participant pursuant to rules established by the Administrator. In the event all
shares of Stock tendered by Participants are not purchased pursuant to the
tender offer, the Administrator is authorized to allocate the proceeds of the
whole and fractional shares purchased from all such Participants pro-rata, based
upon the aggregate shares tendered by each Participant.

14
<PAGE>

ARTICLE V. PARTICIPANT ACCOUNTS
-------------------------------

Section 5.01. Description of Participant Accounts. Separate accounts shall
be established for each Participant to reflect the value of the following: (i)
Before Tax Deposits, (ii) After Tax Deposits, and (iii) the allocable share of
Incentive Contributions. As necessary, investment subaccounts shall be
established to reflect the investment of these accounts in the various
investment funds provided in Article IV hereof.

Section 5.02. Allocation of Participant Deposits and Employer
Contributions. (a) Subject to the limitations in Section 5.05 hereof, as of the
end of each calendar month, the Administrator shall credit the Participant's
Before Tax Deposits and After Tax Deposits to the appropriate accounts and
investment subaccounts as received and in accordance with the Participant's
directions given pursuant to Section 4.01 hereof.

(b) Subject to the limitations in Section 5.05 hereof, as of the end of
each calendar quarter, the Administrator shall determine each eligible
Participant's allocable share of the minimum Incentive Contributions for such
quarter on the Participant's Before Tax Deposits in such quarter up to four
percent (4%) of his Compensation for such quarter. The Administrator shall
allocate such amount to the appropriate account and investment subaccounts in
accordance with the Participant's directions given pursuant to Section 4.01
hereof.

(c) Subject to the limitations in Section 5.05 hereof, as of the end of
each Plan Year, the Administrator shall determine each eligible Participant's
allocable share of Incentive Contributions for the year equal to the applicable
percentage specified in Section 3.04 of the Participant's Before Tax Deposits in
such year up to four percent (4%) of his Compensation, less the minimum
Incentive Contributions previously allocated for such year pursuant to
subsection (b) above. The Administrator shall allocate such amounts to the
appropriate account and investment subaccounts in accordance with the
Participant's directions given pursuant to Section 4.01 hereof.

Section 5.03. Allocation of Changes in Value. As of the end of each
business day, the Trustee shall value each investment fund under Section 4.03
hereof, and the Administrator shall adjust each Participant's investment
subaccount balances to reflect the effect of income received, any changes in
fair market value, expenses and all other transactions since the preceding
accounting period respecting the particular fund.

Section 5.04. Annual Statement for Participants. As soon as practicable
following each Plan Year, the Administrator shall prepare for each Participant,
in a form prescribed by the Administrator, a statement reflecting the status of
the Participant's accounts as of the end of the year.

Section 5.05. Limitation on Allocations. The Plan is subject to the
limitations on benefits and contributions imposed by Code Section 415 which are
incorporated herein by this reference. The limitation year shall be the Plan
Year. Any amounts not allocable to a

15
<PAGE>

Participant by reason of the limitations incorporated herein shall be refunded
to the Participant or allocated and reallocated during the limitation year among
all other eligible Participants' accounts to the extent permitted by the
limitations. Any amounts which cannot be allocated or reallocated due to the
limitations shall be credited to a suspense account subject to the following
conditions: (i) amounts in the suspense account shall be allocated among all
eligible Participants' accounts at such time, including termination of the Plan
or complete discontinuance of Employer contributions, as the foregoing
limitations permit, (ii) no investment gains or losses shall be allocated to the
suspense account, (iii) no further Employer contributions shall be permitted
until the foregoing limitations permit their allocation to Participant's
accounts, and (iv) upon termination of the Plan any unallocated amounts in the
suspense account shall revert to the Employers.

Section 5.06. Portability. The Administrator shall direct the Trustee to
accept benefits (in the form of cash) of any person employed by the Employers
arising out of his participation in an employee pension benefit plan maintained
by an Employer or a former employer of such person, as a qualified plan under
Section 401 or 403 of the Code to the extent that such benefits constitute an
"eligible rollover distribution" under Section 402(c) of the Code or the
proceeds from a rollover individual retirement account under Section 408(d)(3)
of the Code. Any amount so transferred shall be treated for all purposes of the
Plan as fully vested and shall be given special designation by the Trustee in
order to provide for the proper administration of the Plan.

16
<PAGE>

ARTICLE VI. BENEFITS
--------------------

Section 6.01. Eligibility for Benefits and Vesting. (a) A Participant's
interest in his accrued benefit shall be fully vested and nonforfeitable upon
his attainment of age sixty-five (65). If a Participant terminates employment
with the Affiliates after attainment of age sixty-five (65) or on account of
total and permanent disability or retirement pursuant to the terms of the
applicable pension plan maintained by an Affiliate, he shall be entitled
pursuant to Section 6.03 hereof to receive the total amount credited to his
account as of the date of such termination, plus any additional amounts
subsequently credited by reason of Sections 5.02 and 5.03 hereof. If a
Participant's employment is terminated under any other circumstances (except by
reason of death which is provided for in Section 6.02 hereof), he shall be
entitled pursuant to Section 6.03 hereof to receive the balance of the accounts
attributable to his Before Tax Deposits and After Tax Deposits, plus that
percentage of the balance in his account attributable to Incentive
Contributions, which represents his vested interest determined in accordance
with the following table, and the remainder of his account balance attributed to
Incentive Contributions shall be subject to forfeiture pursuant to subsection
(b) below.

Percentage of Account Balance
Attributable to
Years of Incentive Contributions
Vesting Service Representing Vested Interest
--------------- ----------------------------

1 20%
2 40%
3 60%
4 80%
5 or more 100%

(b) Any amounts in a Participant's account which are not payable under
subsection (a) above when his employment is severed shall be maintained in such
account and shall continue to share in allocations under Section 5.03 hereof
until the Participant incurs six (6) consecutive breaks in service, as defined
below, whereupon such amounts shall be forfeited and used to reduce the
Incentive Contributions by the Employer for which he was last employed pursuant
to Section 3.04 hereof. Notwithstanding the foregoing, if a Participant whose
employment with the Affiliates terminates prior to his becoming one hundred
percent (100%) vested in the portion of his account balance attributable to
Employer contributions receives a distribution or distributions of his entire
vested interest in his account, such Participant's nonvested interest in the
Employer contributions credited to his account shall be forfeited; provided,
however, that if such Participant is reemployed prior to incurring six (6)
consecutive breaks in service, any forfeited amounts shall be reinstated from
current forfeitures if available or a special Employer contribution. Any amounts
that are reinstated pursuant to the previous sentence shall continue to vest
according to the schedule in subsection (a) above taking into consideration any
distributed amount. In the event of distribution prior to a Participant's
reemployment, the Participant's vested portion of his remaining account shall
not

17
<PAGE>

be less than an amount `X' determined by the formula X = P (AB + D) - D, where P
is the vested percentage at the relevant time, AB is the account balance at the
relevant time, and D is the amount of the distribution. A Participant whose
entire vested interest has been distributed or who has no vested interest shall
be deemed cashed out from the Plan.

(c) A Participant or person formerly employed by an Affiliate incurs a
break in service for each Plan Year in which such person fails to complete at
least 500 Hours of Service. Solely for purposes of determining if a break in
service has occurred, a Participant who is absent from employment as a result of
a leave of absence under the Family Medical Leave Act will be credited with 8
Hours of Service for each workday of such absence. A Participant who is
re-employed following a period of qualified military service pursuant to which
such Participant has reemployment rights under USERRA shall not be treated as
having incurred a break in service by reason of such period of qualified
military service.

Section 6.02. Death. Upon the death of a Participant while employed by an
Affiliate, the total amount then credited to such Participant's account shall be
payable in a single lump sum to such Participant's Beneficiary as soon as
administratively practicable. Upon the death of a Participant following his
termination of employment with the Affiliates, the vested portion of his account
which has not been distributed shall be payable to such Participant's
Beneficiary as soon as administratively practicable.

Section 6.03. Form and Time of Payment. (a) All amounts payable to a
Participant shall be paid in a lump sum payment. Payment hereunder shall be made
in cash equal to the value of the Participant's account, except to the extent
that any Participant who has invested in the WEC Stock Fund, may elect to
receive a portion of the distribution in Stock. The number of shares of Stock to
be distributed shall be the number of whole shares that can be purchased with
the Participant's account in the WEC Stock Fund based on the value of Stock on
the record date of the transfer to the Participant. The value of the account
shall be determined as of the preceding business day.

(b) Payment, under whichever method is determined, shall be made within
sixty (60) days after the Participant's employment terminates; provided,
however, that no distribution of a Participant's account, the vested balance of
which exceeds five thousand dollars ($5,000) shall be made prior to the
Participant's sixty-fifth (65th) birthday without the Participant's consent to
the extent required by law and a Participant may defer such distribution to age
seventy and one-half (70 1/2). Notwithstanding the foregoing, benefits shall be
paid or commence no later than the April 1 after the end of the calendar year in
which the Participant attains age seventy and one-half (70 1/2), even if the
Participant is still employed.

Section 6.04. Payment for Minor or Incompetent Person. In the event that
any amount is payable under the Plan to a minor or to any person deemed by the
Administrator to be incompetent, either mentally or physically, such payment
shall be made for the benefit of such minor or incompetent person in any of the
following ways, as determined in the Administrator's sole discretion: (a) to the
legal representative of such minor or incompetent person; (b) directly to such
minor or incompetent person; or (c) to some near relative of such

18
<PAGE>

minor or incompetent person to be used for the latter's benefit. The
Administrator shall not be required to see to the proper application of any such
payment made to any person pursuant to the provisions of this Section 6.04.

Section 6.05. Withdrawals. (a) Upon a showing of substantial hardship, a
Participant may withdraw any portion of the balance in his account which is
attributable to his Before Tax Deposits and earnings thereon upon written
request to and approval of the Administrator. For purposes of this Section,
"substantial hardship" shall mean:

(i) unreimbursed medical expenses described in Code Section 213(d)
incurred by the Participant, the Participant's spouse or any
dependents of the Participant (as defined in Code Section 152) or
necessary for these persons to obtain such medical care;

(ii) costs directly related to the purchase (excluding mortgage payments)
of a principal residence for the Participant;

(iii) payment of tuition and related educational fees for the next twelve
(12) months of post-secondary education for the Participant or the
Participant's spouse, children or dependents; or

(iv) payments necessary to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the
Participant's principal residence.

The hardship withdrawal (i) shall be limited to the amount of the immediate and
heavy financial need and estimated taxes thereon, (ii) shall be made only after
the Participant takes all permitted loans and distributions hereunder and
pursuant to any other plan maintained by the Affiliates, and (iii) shall not
include any net earnings credited after December 31, 1988 to the balance in the
Participant's account derived from Before Tax Deposits. Any Participant who
makes a withdrawal under this Section shall have his Before Tax Deposits, After
Tax Deposits and any other elective contributions or employee contributions
under this Plan or any other plan maintained by the Affiliates (both qualified
and nonqualified) automatically suspended for a period of four (4) full calendar
quarters following such withdrawal. The amount which such a Participant may
contribute as Before Tax Deposits for the calendar year following such
withdrawal shall not exceed the amount described in Code Section 402(g) for such
year, reduced by the amount of such Participant's actual Before Tax Deposits for
the calendar year in which the withdrawal occurred.

(b) A Participant may withdraw any portion of the balance in his account
which is attributable to After Tax Deposits and/or rollovers and earnings
thereon upon written request to the Administrator.

(c) After attainment of age fifty-nine and one-half (59 1/2), a Participant
may withdraw any portion of the balance in his account which is attributable to
his Before Tax Deposits and earnings thereon upon written request to the
Administrator.

19
<PAGE>

(d) A Participant may make only one (1) withdrawal under this Section in
any Plan Year.

Section 6.06. Loans. (a) The Administrator shall be responsible for the
administration of this loan program. Upon written request to the Administrator
and, if applicable, subject to spouse consent in the form specified in (e)
below, a Participant or the Beneficiary of a deceased Participant (collectively
referred to as "Borrower") may borrow against the Borrower's vested account
balances; provided, however, that at no time shall the total balance of any
loans outstanding from any plans of the Employer exceed the lesser of (i)
$50,000 reduced by the highest unpaid principal of a loan outstanding in the
prior twelve months or (ii) one-half of the value of the Borrower's accounts as
of the most recent valuation reasonably available which precedes the
application. All loans shall bear interest at a fixed rate commensurate with the
rate that would be charged by commercial lenders for similar loans in accordance
with Department of Labor Regulation Section 2550.408b-1 as determined by the
Administrator from time to time. Unless determined otherwise, the rate shall be
the greater of the prime rate at M&I Marshall & Ilsley Bank or the rate on a
five-year certificate of deposit at M&I Marshall & Ilsley Bank plus two percent.
The term of the loan shall be such period as may be selected by the Borrower,
but in no event shall exceed five (5) years in duration. Every Borrower shall
receive a statement of the terms and conditions involved in each loan
transaction, including the dollar amount, annual interest rate or the finance
charge, the term of the loan, the processing fee and the monthly payment.

(b) Loans will be made as soon as reasonably possible after the
application. All documents must be submitted in final, executed form by the time
prescribed by the Administrator. Loans must be repaid by payroll deduction, but
can be prepaid in their entirety at any time. The remaining outstanding balance
of the loan shall be due immediately upon the Participant's termination. A
Participant shall not have more than one loan outstanding at any time. No loan
may be for an amount less than $1,000.

(c) Amounts loaned to a Borrower pursuant to subsection (a) above shall be
deducted from the Borrower's account for purposes of the allocation of Trust
Fund earnings, on a prorata basis from the Participant's investment fund
balances as of the day preceding the loan. Loan repayments shall be allocated to
the investment funds designated by the Participant for the investment of
then-current contributions. All loans made pursuant to this section shall be
investments for the benefit of the Borrower's account to be treated as a
segregated account, and all interest and principal paid thereon shall be
allocated to the Borrower's account. In the event that the Borrower fails to
make two (2) or more consecutive payments, the loan shall be in default. The
Administrator shall notify the Borrower in writing of the default. If the
Borrower fails to cure the default by making all necessary payments within
thirty (30) days of such written notice, the Administrator may direct the
Trustee to charge the total outstanding amount of such loan (including accrued
interest) or any portion thereof from the portion of the Borrower's account, at
such time as will not risk disqualification of the Plan, and such account shall
be reduced by said amount. All loans shall be secured by the Borrowers'
segregated loan account, which shall consist of the Borrower's indebtedness plus
interest and shall be funded

20
<PAGE>

from the account attributable to (i) rollover contributions, (ii) After Tax
Deposits, (iii) Employer contributions, and then (iv) Before Tax Deposits.

(d) In the sole discretion of the Administrator limitations on the dollar
amount and repayment of loans hereunder shall be imposed on a uniform and
nondiscriminatory basis, together with any other rules and regulations deemed
appropriate, including the assessment of a processing fee.

21
<PAGE>

ARTICLE VII. PLAN ADMINISTRATION
--------------------------------

Section 7.01. Appointment of Administrator. The Board shall appoint the
Administrator which shall be a committee consisting of not less than three (3)
persons who shall serve at the pleasure of the President of the Company. Any
vacancies on the committee, whether caused by death, resignation, removal, or
other cause shall be promptly filled by the President, but shall not affect the
Administrator's authority to act hereunder pending such action.

Section 7.02. Responsibility and Authority of the Administrator. The
committee shall be the Administrator of the Plan for all purposes of ERISA and,
subject to the provisions hereof, shall have all authority necessary and
appropriate to carry out its duties as such. In addition to those specified
elsewhere herein, the duties and authority of the Administrator shall also
include, but shall not be limited to, the following:

(i) to interpret and apply the provisions of the Plan;

(ii) to prescribe and require the use of appropriate forms;

(iii) to formulate, issue and apply rules and regulations;

(iv) to make appropriate determinations and calculations;

(v) to authorize and direct benefit payments; and

(vi) to prepare and file reports, notices, and any other documents relating
to the Plan which may be required by law.

Section 7.03. Organization and Procedure. The committee shall select from
its members a chairman, a secretary, and any such other officers as may be
deemed appropriate. Administrator action on any matter shall be taken on the
vote of at least a majority of all committee members at any meeting or upon
unanimous written consent of all such members without a meeting. Minutes of
Administrator meetings shall be kept and all major actions of the Administrator
shall be recorded in minutes or other appropriate written form. The
Administrator shall adopt in writing such by laws, procedures and operating
rules as it may deem appropriate.

Section 7.04. Delegation of Duties and Responsibilities. The Administrator
may delegate to such other persons as it deems appropriate any duties or
responsibilities subject to the Administrator's direction and supervision and
with the express condition that the Administrator retains full and exclusive
authority over and responsibility for any activities of such other person or
persons. Nothing contained in this Section 7.04 shall be construed to confer
upon any such person any discretion, authority, or control respecting the
management, administration, and operation of the Plan.

22
<PAGE>

Section 7.05. Use of Professional Services. The Administrator may obtain
the services of such attorneys, accountants, or other persons it deems
appropriate, any of whom may be the same persons who are providing services to
the Company. In any case in which the Administrator utilized such services it
shall retain exclusive discretionary authority and control respecting the
administration and operation of the Plan.

Section 7.06. Fees and Expenses. Committee members who are employees of the
Company shall serve without additional compensation but shall be reimbursed for
all reasonable expenses incurred in their capacity as committee members. No
committee members or persons performing services pursuant to Section 7.05
hereof, shall receive greater than reasonable compensation for their services
and expenses. Compensation for services and other expenses incurred in the
administration of the Plan and Trust Fund shall be paid by the Employers or from
the Trust Fund as determined by the Administrator.

Section 7.07. Requirement to Furnish Information and to Use Administrator's
Forms. Each person entitled to benefits under the Plan shall furnish to the
Administrator such evidence, data, or information as such Administrator
considers necessary or desirable in order to properly administer the Plan. Any
voting direction, designation of Beneficiary, benefit application, notification
or other writing to be submitted hereunder to the Administrator must be filed
pursuant to the procedure and on the appropriate form prescribed, and its
receipt acknowledged, by the Administrator in order to be valid and effective.

Section 7.08. Claims Procedure. (a) A Participant or other person who
believes that he is then entitled to benefits under the Plan in an amount
greater than he is receiving or has received may file a claim for such benefits
by writing directly to the Administrator at the Company's headquarters located
in Delavan, Wisconsin. The Administrator may prescribe a form for filing such
claims, and if it does so, a claim shall not be deemed properly filed unless
such form is used, but the Administrator shall provide a copy of such form to
any person whose claim for benefits is improper solely for this reason.

(b) Every claim which is properly filed shall be answered in writing by the
Administrator stating whether the claim is granted or denied. If the claim is
wholly or partially denied, the specific reasons for denial and reference to the
pertinent Plan provisions shall be set forth in a written notice to the
claimant. Such notice shall also describe any information necessary for the
claimant to perfect an appeal and an explanation of the Plan's claim appeal
procedure as set forth in subsection (c) of this Section.

(c) Within ninety (90) days of notice that a claim is denied, the claimant
may file a written appeal to the Administrator, including any comments,
statements, or documents, the claimant may wish to provide. In the event the
claim is denied upon appeal, the Administrator shall set forth the reasons for
denial and the pertinent Plan provisions in a written decision. The
Administrator shall comply with any reasonable request from a claimant for
documents or information relevant to his claim prior to his filing an appeal.

23
<PAGE>

Section 7.09. Communications. All requests, appeals, notifications,
directions and other communications to the Administrator shall be in writing and
shall be made by transmitting the same via the U. S. Mail, certified, return
receipt requested, addressed as follows:

Sta-Rite Industries, Inc.
Employee Benefits Administration Committee
293 Wright Street
Delavan, Wisconsin 53115

24
<PAGE>

ARTICLE VIII. FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
------------------------------------------------------------

Section 8.01. Named Fiduciaries. The Administrator, the Board, the
Investment Committee, the Trustee, and any investment manager shall be deemed to
be the only fiduciaries, named and otherwise, of the Plan and Trust Fund for all
purposes of ERISA. No named fiduciary designated in this Section 8.01 shall be
required to give any bond or other security for the faithful performance of its
duties and responsibilities with respect to the Plan and/or the Trust Fund,
except as may be required from time to time under ERISA.

Section 8.02. Allocation of Fiduciary Responsibilities. The fiduciary
responsibilities (within the meaning of ERISA) allocated to each named fiduciary
designated in Section 8.01 above shall consist of the responsibilities, duties,
authority and discretion of such named fiduciary which are expressly provided
herein and in any related documents. Each such named fiduciary may obtain the
services of such legal, actuarial, accounting, investment, and other assistants
who also render services to any other named fiduciary, the Plan, Trust Fund
and/or an Employer; provided, however, that where such services are obtained,
the named fiduciary shall not be deemed to have delegated any of its fiduciary
responsibilities to any such assistant but shall retain full and complete
authority over and responsibility for any activities of such assistant.

Section 8.03. General Limitation on Liability. Neither the Administrator,
the Board, the Investment Committee, their respective past, present, and future
members, the Trustee, any investment manager, nor any other person or entity,
including the Company and its past, present, and future stockholders and
employees, nor any Employer or any agents of the foregoing, guarantees the Trust
Fund in any manner against loss or depreciation, and none of them shall be
jointly or severally liable for any act or failure to act or for anything
whatever in connection with the Plan and the Trust Fund, or the administration
thereof, except and only to the extent of liability imposed because of a breach
of fiduciary responsibility specifically prohibited under ERISA.

Section 8.04. Responsibility for Co-Fiduciaries. The members of the Board
shall not be jointly or severally responsible for any act or failure to act of
the Administrator, the Investment Committee or their members, the Trustee or any
investment manager, except as may be otherwise specifically provided under
ERISA. The Administrator's committee members shall not be jointly or severally
responsible for any act or failure to act of the Board or its members, the
Investment Committee or its members, the Trustee or any investment manager,
except as may be otherwise specifically provided under ERISA. The Investment
Committee's members shall not be jointly or severally responsible for any act or
failure to act of the Board or its members, the Administrator or its members,
the Trustee or any investment manager, except as may be otherwise specifically
provided under ERISA. No Trustee shall be responsible for any act or failure to
act of the Administrator, the Investment Committee, the Board, their respective
members, or any investment manager, except as may be otherwise specifically
provided under ERISA. No investment manager shall be responsible for any act or

25
<PAGE>

failure to act of the Administrator, the Investment Committee, the Board, their
respective members, or the Trustee, except as may be otherwise specifically
provided under ERISA.

Section 8.05. Multiple Fiduciary Capacities. Any person or group of persons
may serve in more than one fiduciary capacity with respect to the Plan and/or
the Trust Fund.

Section 8.06. Indemnification. The Employers shall indemnify each employee
of an Affiliate who serves as a member of the Administrator and/or Investment
Committee and hold them harmless from the consequences of their acts or conduct
in their capacity as committee members, except to the extent that such
consequences are the result of the committee member's willful misconduct or lack
of good faith.

26
<PAGE>

ARTICLE IX. AMENDMENT AND TERMINATION
-------------------------------------

Section 9.01. Amendment. The Company shall have the right by action of the
Board to amend the Plan at any time and in any manner consistent with the Act
and ERISA. Any amendment may be retroactive to the extent permitted by
applicable law. Notwithstanding the foregoing, no amendment to the Plan shall
decrease a Participant's accrued benefit or vested percentage or eliminate an
optional form of distribution for a previously accrued benefit.

Section 9.02. Termination. The Company shall have the right to terminate
the Plan by action of the Board at any time, and any Employer may terminate its
participation herein by action of its board of directors. Any distribution upon
such termination shall be made in such manner consistent with Section 6.03
hereof and at such time as the Administrator may determine. Upon termination,
partial termination, or a permanent discontinuance of Employer Incentive
Contributions, each affected Participant shall be fully vested in his account
balances.

Section 9.03. Non-Reversion of Assets. In no event shall the Employers
receive any amount from the Plan, except that, (i) upon termination of the Plan,
and notwithstanding anything herein to the contrary, any amounts which remain in
the suspense account established pursuant to Section 5.05 hereof may, at the
request of the Administrator, be returned to the Employers; (ii) to the extent
that any contributions hereunder are made by a mistake of fact, such amounts
may, at the request of the Administrator, be returned to the Employers within
one year after they are made and (iii) contributions hereto, being expressly
conditioned on their deductibility under Code Section 404, may, to the extent
such deduction is disallowed, be returned to the Employers within one year after
such disallowance.

27
<PAGE>

ARTICLE X. GENERAL PROVISIONS
-----------------------------

Section 10.01. Non-Guarantee of Employment or Other Benefits. Neither the
establishment of the Plan, nor any modification or amendment thereof, nor the
payment of benefits hereunder shall be construed as giving any employee or other
person whomsoever any legal or equitable right against any Employer, its
personnel, the Board, the Administrator, the Investment Committee or their
respective members, any Trustee, or any investment manager or the right to the
payment of any benefits hereunder (unless the same shall be specifically
provided herein) or as giving any employee the right to be retained in the
employ of any Employer or as affecting an Employer's right to discipline or
discharge any employee.

Section 10.02. Mergers, Consolidations and Transfers of Plan Assets. In the
case of any merger, consolidation with, or transfer of assets or liabilities to
any other plan, each Participant must be entitled (if the Plan then terminated)
to receive a benefit immediately after the merger, consolidation, or transfer
which is equal to or greater than the benefit he would have been entitled to
receive immediately before the merger, consolidation, or transfer (if the Plan
then terminated).

Section 10.03. Spendthrift Clause. No Participant, former Participant,
Beneficiary, or other person entitled to benefits hereunder shall have the right
to transfer, assign, alienate, anticipate, pledge, or encumber any part of such
benefits, nor shall such benefits, or any part of the Trust Fund from which such
benefits are payable, be subject to seizure by legal process by any creditor of
such Participant, former Participant, Beneficiary, or other person. Any attempt
to effect such a diversion or seizure as aforedescribed shall be deemed null and
void for all purposes hereunder. Notwithstanding the foregoing, the Trustee may
recognize a qualified domestic relations order with respect to child support,
alimony payments or marital property rights if such order contains sufficient
information for the Administrator to determine that it meets the applicable
requirements of Code Section 414(p); if any such order so directs, distribution
of benefits to the alternate payee may be made at a time not permitted for
distributions to the Participant. The Administrator shall establish written
procedures concerning the notification of interested parties and the
determination of the validity of such orders.

Section 10.04. Exclusive Benefit. Anything in the Plan which might be
construed to the contrary notwithstanding, it shall be impossible at any time
prior to the satisfaction of all liabilities with respect to Participants and
their designated Beneficiaries under the Plan for any part of Plan assets to be
used for, or diverted to, purposes other than the exclusive benefit of such
Participants or their designated Beneficiaries and, to the extent allowable by
applicable law, defraying the reasonable expenses of administering the Plan.

Section 10.05. Full Satisfaction of Claims. Any payment or distribution of
any Participant, former Participant, or Beneficiary shall be in full
satisfaction of all claims against the Trust Fund, the Trustee, the
Administrator, and the Employers and shall give rise to no claim or liability
notwithstanding it shall later appear that such payment or distribution was made
under a mistake of fact or law, except as otherwise specifically provided by
ERISA. No

28
<PAGE>

payment shall be made hereunder which would be in violation of any applicable
law or governmental regulation as determined by the Administrator.

Section 10.06. Successors and Assigns. The Plan shall be binding upon the
successors and assigns of the Employers.

Section 10.07. Top-Heavy Restrictions. (a) Notwithstanding any provision to
the contrary herein, in accordance with Code Section 416, if the Plan is a
top-heavy plan for any Plan Year, then the provisions of this Section shall be
applicable. The Plan is "top-heavy" for a Plan Year if as of its "determination
date" (i.e., the last day of the preceding Plan Year or the last day of the
Plan's first Plan Year, whichever is applicable) the total present value of the
accrued benefits of key employees (as defined in Code Section 416(i)(1) and
applicable regulations) exceeds sixty percent (60%) of the total present value
of the accrued benefits of all employees under the Plan (excluding those of
former key employees and employees who have not performed any services during
the preceding five (5) year period) (as such amounts are computed pursuant to
Section 416(g) and applicable regulations using the interest and actuarial
assumptions used for the actuarial funding report for the valuation date or, if
none, the immediately preceding report) unless such plan can be aggregated with
other plans maintained by the applicable controlled group in either a permissive
or required aggregation group and such group as a whole is not top-heavy. Any
nonproportional subsidies for early retirement and benefit options are counted
assuming commencement at the age at which they are most valuable. In addition, a
plan is top-heavy if it is part of a required aggregation group which is
top-heavy. Any plan of a controlled group may be included in a permissive
aggregation group as long as together they satisfy the Code Sections 401(a)(4)
and 410 discrimination requirements. Plans of a controlled group which must be
included in a required aggregation group include any plan in which a key
employee participates or participated at any time during the determination
period (regardless of whether the plan has terminated) and any plan which
enables such a plan to meet the Code Section 401(a)(4) or 410 discrimination
requirements. The present values of aggregated plans are determined separately
as of each plan's determination date and the results aggregated for the
determination dates which fall in the same calendar year. A `controlled group'
for purposes of this Section includes any group of employers aggregated pursuant
to Code Section 414 (b), (c) or (m). The calculation of the present value shall
be done as of a valuation date which for a defined contribution plan is the
determination date and for a defined benefit plan is the date as of which
funding calculations are generally made within the twelve month period ending on
the determination date. Solely for the purpose of determining if the Plan, or
any other plan included in a required aggregation group of which this Plan is a
part, is top-heavy (within the meaning of Code Section 416(g)) the accrued
benefit of an Employee other than a key employee (within the meaning of Code
Section 414(a)(1)) shall be determined under (i) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Affiliates, or (ii) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code Section 411(b)(1)(C).

29
<PAGE>

(b) If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants who have not separated from service at the end of such
Plan Year will receive allocations of employer contributions and forfeitures at
least equal to the lesser of three percent (3%) of compensation (as defined in
Code Section 415(c)(3)) for such year or the percentage of compensation
allocated on behalf of the key employee for whom such percentage was the highest
for such year (including any salary reduction contributions). If a defined
benefit plan is top-heavy in a Plan Year and no defined contribution plan is
maintained, the employer-derived accrued benefit on a life only basis commencing
at the normal retirement age of each non-key employee shall be at least equal to
a percentage of the highest average compensation for five consecutive years,
excluding any years after such Plan permanently ceases to be top-heavy, such
percentage being the lesser of (i) twenty percent (20%) or (ii) two percent (2%)
times the years of service after December 31, 1983 in which a Plan Year ends in
which the Plan is top-heavy. If the controlled group maintains both a defined
contribution plan and a defined benefit plan which cover the same non-key
employee, such employee will only be entitled to a defined benefit plan minimum
and not to the defined contribution plan minimum.

Section 10.08. Distributions for Rollover Transactions. (a) Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee's election under this section, a distributee may elect, at the time
and in the manner prescribed by the Administrator, to have any portion of an
eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover as such terms are defined
herein.

(b) An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any distribution to
the extent such distribution is required under section 401(a)(9) of the Code; an
in-service hardship withdrawal of pre-tax deposits; and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).

(c) An eligible retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan described in section
403(a) of the Code, or a qualified trust described in section 401(a) of the
Code, that accepts the distributee's eligible rollover distribution. However, in
the case of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or individual
retirement annuity.

30
<PAGE>

(d) A distributee includes an employee or former employee. In addition, the
employee's or former employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in section 414(p) of the Code, are
distributees with regard to the interest of the spouse or former spouse.

(e) A direct rollover is a payment by the plan to the eligible retirement
plan specified by the distributees.

31
<PAGE>

CERTIFICATION

The undersigned, as President of Sta-Rite Industries, Inc.,
hereby certifies that the foregoing document is a true and accurate copy of the
Sta-Rite Industries Incentive Savings Plan as amended and restated effective
April 26, 2000.

Dated this ____ day of ____________, 2000.

---------------------------------
James C. Donnelly
President

<PAGE>

EXHIBIT 4.7
8-1-97

HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

(As Amended and Restated Effective January 1, 1997)
<PAGE>

HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

TABLE OF CONTENTS

ARTICLE I GENERAL
Sec. 1.1 Name of Plan.........................................................1
Sec. 1.2 Purpose..............................................................1
Sec. 1.3 Effective Date.......................................................1
Sec. 1.4 Company..............................................................1
Sec. 1.5 Construction and Applicable Law......................................1
Sec. 1.6 Benefits Determined Under Provisions in Effect at Termination of
Employment...........................................................1
Sec. 1.7 Effective Date of Document...........................................1
Sec. 1.8 Merger of Plans......................................................2

ARTICLE II MISCELLANEOUS DEFINITIONS
Sec. 2.1 Account..............................................................3
Sec. 2.2 Active Participant...................................................3
Sec. 2.3 Affiliate............................................................3
Sec. 2.4 Beneficiary..........................................................3
Sec. 2.5 Board ..............................................................3
Sec. 2.6 Certified Earnings...................................................3
Sec. 2.7 Code ..............................................................4
Sec. 2.8 Common Control.......................................................4
Sec. 2.9 ERISA ..............................................................4
Sec. 2.10 Forfeitures.........................................................4
Sec. 2.11 Fund ..............................................................4
Sec. 2.12 Funding Agency......................................................4
Sec. 2.13 Highly Compensated Employee.........................................4
Sec. 2.14 Leased Employee.....................................................5
Sec. 2.15 Named Fiduciary.....................................................6
Sec. 2.16 Non-Highly Compensated Employee.....................................6
Sec. 2.17 Normal Retirement Age...............................................6
Sec. 2.18 Participant.........................................................6
Sec. 2.19 Plan Year...........................................................6
Sec. 2.20 Predecessor Employer................................................6
Sec. 2.21 Qualified Employee..................................................7
Sec. 2.22 Successor Employer..................................................7
Sec. 2.23 Top-Heavy Plan......................................................7
Sec. 2.24 Valuation Date......................................................7

ARTICLE III SERVICE PROVISIONS
Sec. 3.1 Employment Commencement Date.........................................9
Sec. 3.2 Termination of Employment............................................9
Sec. 3.3 Recognized Break in Service..........................................9
Sec. 3.4 Elapsed Time.........................................................9
Sec. 3.5 Hours of Service....................................................10
Sec. 3.6 Eligibility Computation Period......................................11
Sec. 3.7 Year of Eligibility Service.........................................12
Sec. 3.8 1-Year Break In Service.............................................12
Sec. 3.9 Periods of Military Service.........................................13
<PAGE>

ARTICLE IV PLAN PARTICIPATION
Sec. 4.1 Entry Date..........................................................14
Sec. 4.2 Eligibility for Participation.......................................14
Sec. 4.3 Duration of Participation...........................................14
Sec. 4.4 No Guarantee of Employment..........................................14

ARTICLE V CONTRIBUTIONS
Sec. 5.1 Salary Reduction Contributions......................................15
Sec. 5.2 Profit Sharing Contributions........................................16
Sec. 5.3 Adjustment of Contributions Required by Code Section 401(k).........17
Sec. 5.4 Distribution of Excess Deferrals....................................20
Sec. 5.5 Time of Contributions...............................................20
Sec. 5.6 Allocations.........................................................21
Sec. 5.7 Limitations on Contributions........................................21

ARTICLE VI LIMITATION ON ALLOCATIONS
Sec. 6.1 Limitation on Allocations...........................................22

ARTICLE VII INDIVIDUAL ACCOUNTS
Sec. 7.1 Accounts for Participants...........................................25
Sec. 7.2 Valuation Procedure.................................................25
Sec. 7.3 Investment of Accounts..............................................26
Sec. 7.4 Participant Statements..............................................27
Sec. 7.5 Rollover Accounts...................................................27
Sec. 7.6 Voting of WICOR Stock...............................................28
Sec. 7.7 Tender Offers.......................................................28

ARTICLE VIII DESIGNATION OF BENEFICIARY
Sec. 8.1 Persons Eligible to Designate.......................................29
Sec. 8.2 Special Requirements for Married Participants.......................29
Sec. 8.3 Form and Method of Designation......................................29
Sec. 8.4 No Effective Designation............................................29
Sec. 8.5 Successor Beneficiary...............................................30

ARTICLE IX BENEFIT REQUIREMENTS
Sec. 9.1 Benefit on Retirement or Disability.................................31
Sec. 9.2 Other Termination of Employment.....................................31
Sec. 9.3 Death .............................................................33
Sec. 9.4 Loans to Participants...............................................33
Sec. 9.5 No Withdrawals Prior to Termination of Employment...................36

ARTICLE X DISTRIBUTION OF BENEFITS
Sec. 10.1 Time and Method of Payment.........................................37
Sec. 10.2 Distribution In Cash Only..........................................39
Sec. 10.3 Accounting Following Termination of Employment.....................39
Sec. 10.4 Reemployment.......................................................39
Sec. 10.5 Source of Benefits.................................................39
Sec. 10.6 Incompetent Payee..................................................39
Sec. 10.7 Benefits May Not Be Assigned or Alienated..........................39
Sec. 10.8 Payment of Taxes...................................................40

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<PAGE>

Sec. 10.9 Conditions Precedent...............................................40
Sec. 10.10 Company Directions to Funding Agency..............................40
Sec. 10.11 Effect on Unemployment Compensation...............................40
Sec. 10.12 Special Distribution Events.......................................40

ARTICLE XI FUND
Sec. 11.1 Composition........................................................41
Sec. 11.2 Funding Agency.....................................................41
Sec. 11.3 Compensation and Expenses of Funding Agency........................41
Sec. 11.4 Funding Policy.....................................................41
Sec. 11.5 Securities and Property of the Company.............................41
Sec. 11.6 No Diversion.......................................................42

ARTICLE XII ADMINISTRATION OF PLAN
Sec. 12.1 Administration by Company..........................................43
Sec. 12.2 Certain Fiduciary Provisions.......................................43
Sec. 12.3 Discrimination Prohibited..........................................44
Sec. 12.4 Evidence...........................................................44
Sec. 12.5 Correction of Errors...............................................44
Sec. 12.6 Records............................................................44
Sec. 12.7 General Fiduciary Standard.........................................44
Sec. 12.8 Prohibited Transactions............................................44
Sec. 12.9 Claims Procedure...................................................44
Sec. 12.10 Bonding...........................................................45
Sec. 12.11 Waiver of Notice..................................................45
Sec. 12.12 Agent For Legal Process...........................................45
Sec. 12.13 Indemnification...................................................45

ARTICLE XIII AMENDMENT, TERMINATION, MERGER
Sec. 13.1 Amendment..........................................................46
Sec. 13.2 Permanent Discontinuance of Contributions..........................46
Sec. 13.3 Termination........................................................46
Sec. 13.4 Partial Termination................................................47
Sec. 13.5 Merger, Consolidation, or Transfer of Plan Assets..................47
Sec. 13.6 Deferral of Distributions..........................................47

ARTICLE XIV TOP-HEAVY PLAN PROVISIONS
Sec. 14.1 Key Employee Defined...............................................48
Sec. 14.2 Determination of Top-Heavy Status..................................48
Sec. 14.3 Minimum Contribution Requirement...................................50
Sec. 14.4 Vesting Schedule...................................................50
Sec. 14.5 Participation under Defined Benefit Plan and Defined Contribution
Plan...............................................................51
Sec. 14.6 Definition of Employer.............................................51
Sec. 14.7 Exception For Collective Bargaining Unit...........................51

ARTICLE XV MISCELLANEOUS PROVISIONS
Sec. 15.1 Insurance Company Not Responsible for Validity of Plan.............52
Sec. 15.2 Headings...........................................................52

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<PAGE>

Sec. 15.3 Capitalized Definitions............................................52
Sec. 15.4 Gender.............................................................52
Sec. 15.5 Use of Compounds of Word "Here"....................................52
Sec. 15.6 Construed as a Whole...............................................52

-iv-
<PAGE>

HYPRO CORPORATION 401(k) AND PROFIT SHARING PLAN

(As Amended and Restated Effective January 1, 1997)

ARTICLE I

GENERAL
-------

Sec. 1.1 Name of Plan. The name of the discretionary contribution profit
sharing plan set forth herein is Hypro Corporation 401(k) and Profit Sharing
Plan. It is sometimes herein referred to as the "Plan".

Sec. 1.2 Purpose. The Plan has been established so that eligible employees
may have an additional source of retirement income.

Sec. 1.3 Effective Date. The "Effective Date" of the Plan, the date as of
which the Plan was established, is January 31, 1956.

Sec. 1.4 Company. The "Company" is Hypro Corporation, a Delaware
corporation, and any Successor Employer thereof.

Sec. 1.5 Construction and Applicable Law. The Plan is intended to meet the
requirements for qualification under section 401(a) of the Code and the
requirements applicable to qualified cash or deferred arrangements under section
401(k) of the Code. The Plan is also intended to be in full compliance with
applicable requirements of ERISA. The Plan shall be administered and construed
consistent with said intent. It shall also be construed and administered
according to the laws of the State of Minnesota to the extent that such laws are
not preempted by the laws of the United States of America. All controversies,
disputes, and claims arising hereunder shall be submitted to the United States
District Court for the District of Minnesota, except as otherwise provided in
any trust agreement entered into with a Funding Agency.

Sec. 1.6 Benefits Determined Under Provisions in Effect at Termination of
Employment. Except as may be specifically provided herein to the contrary,
benefits under the Plan attributable to service prior to a Participant's
Termination of Employment shall be determined and paid in accordance with the
provisions of the Plan as in effect as of the date the Termination of Employment
occurred unless he or she becomes an Active Participant after that date and such
active participation causes a contrary result under the provisions hereof.
However, the provisions of this document shall apply to any such Participant to
the extent necessary to maintain the qualified status of the Plan under Code
section 401(a) or to comply with the requirements of ERISA.

Sec. 1.7 Effective Date of Document. Unless a different date is specified
for some purpose in this document, the provisions of this Plan document are
generally effective as of January 1, 1997. However, any provision necessary to
comply with a requirement of federal legislation or a Treasury regulation which
requirement has an earlier effective date shall be effective retroactively to
the date required by the applicable law or regulation unless a different
effective date is specifically stated in this document.
<PAGE>

Sec. 1.8 Merger of Plans. Effective April 1, 1992, the Hypro Corporation
401(k) Plan and the Hypro Corporation Sherwood Plant Profit Sharing Plan
(hereafter, the "Merged Plans") are merged into the Hypro Corporation Profit
Sharing Plan. The Hypro Corporation Profit Sharing Plan was renamed the Hypro
Corporation 401(k) and Profit Sharing Plan. This document reflects such merger.

-2-
<PAGE>

ARTICLE II

MISCELLANEOUS DEFINITIONS
-------------------------

Sec. 2.1 Account. "Account" means a Participant's or Beneficiary's interest
in the Fund of any of the types described in Sec. 7.1.

Sec. 2.2 Active Participant. An employee is an "Active Participant" only
while he or she is both a Participant and a Qualified Employee.

Sec. 2.3 Affiliate. "Affiliate" means any trade or business entity under
Common Control with the Company, or under Common Control with a Predecessor
Employer while it is such.

Sec. 2.4 Beneficiary. "Beneficiary" means the person or persons designated
as such pursuant to the provisions of Article VIII.

Sec. 2.5 Board. The "Board" is the board of directors of the Company, and
includes any executive committee thereof authorized to act for said board of
directors.

Sec. 2.6 Certified Earnings. "Certified Earnings" of a Participant for a
Plan Year means the amount determined by the Company to be the total earnings
paid to the Participant by the Company during such Plan Year for service as a
Qualified Employee (including base compensation, overtime pay, sick pay,
vacation pay, short term disability pay paid by the Company, and sales incentive
compensation or commissions), subject to the following:

(a) Certified Earnings include Salary Reduction Contributions to this Plan
and any contributions made by salary reduction to any other plan which
meets the requirements of Code sections 125, 401(k), or 402(h)(1)(B),
whether or not such contributions are actually excludable from the
Participant's gross income for federal income tax purposes. Certified
Earnings do not include Profit Sharing Contributions or Special Profit
Sharing Contributions to this Plan.

(b) For purposes of determining Salary Reduction Contributions under Sec.
5.1:

(1) Certified Earnings include EVA bonuses, discretionary bonuses,
and sales representative awards or bonuses.

(2) Certified Earnings do not include allowances or reimbursements
for business, relocation, personal use of automobile or other
expenses, tuition reimbursements, severance or separation
agreement payments, employee of the year awards, gain sharing
payments, payments or contributions to or for the benefit of the
employee under any other deferred compensation, pension, profit
sharing, insurance, disability (other than short term disability
pay paid by the Company) or other employee benefit plan, stock
options, stock appreciation rights or cash payments in lieu
thereof, merchandise or service discounts, non-cash employee
awards, benefits in the form of property or the use of property,
earnings payable in a form other than cash (W-2 adjustments), or
other similar fringe benefits, except as provided in subsection
(a).

(c) For purposes of determining and allocating Profit Sharing
Contributions under Sec. 5.2, Certified Earnings do not include EVA
bonuses, discretionary bonuses, sales representative

-3-
<PAGE>

awards or bonuses, or any amounts described in subsection (b)(2),
above, except to the extent such amounts are required to be included
in determining the employee's regular rate of pay under the Federal
Fair Labor Standards Act for purposes of computing overtime pay
thereunder.

(d) Effective for Plan Years commencing after 1996, Certified Earnings of
a Participant for any Plan Year shall not exceed $160,000, adjusted
for each Plan Year to take into account any cost of living increase
provided for that year in accordance with regulations prescribed by
the Secretary of the Treasury. The dollar increase in effect on
January 1 of any calendar year shall apply to Plan Years beginning in
that calendar year. If a Plan Year is shorter than 12 months, the
limit under this subsection for that year shall be multiplied by a
fraction, the numerator of which is the number of months in the short
Plan Year and the denominator of which is 12.

Sec. 2.7 Code. "Code" means the Internal Revenue Code of 1986 as from time
to time amended.

Sec. 2.8 Common Control. A trade or business entity (whether a corporation,
partnership, sole proprietorship or otherwise) is under "Common Control" with
another trade or business entity (i) if both entities are corporations which are
members of a controlled group of corporations as defined in Code section 414(b),
or (ii) if both entities are trades or businesses (whether or not incorporated)
which are under common control as defined in Code section 414(c), or (iii) if
both entities are members of an affiliated service group as defined in Code
section 414(m), or (iv) if both entities are required to be aggregated pursuant
to regulations under Code section 414(o). Service for all entities under Common
Control shall be treated as service for a single employer to the extent required
by the Code; provided, however, that an individual shall not be a Qualified
Employee by reason of this section. In applying the first sentence of this
section for purposes of Article VI, the provisions of subsections (b) and (c) of
section 414 of the Code are deemed to be modified as provided in Code section
415(h).

Sec. 2.9 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974 as from time to time amended.

Sec. 2.10 Forfeitures. "Forfeitures" means that part of the Fund so
recognized under Sec. 9.2(b)(2).

Sec. 2.11 Fund. "Fund" means the aggregate of assets described in Sec.
11.1.

Sec. 2.12 Funding Agency. "Funding Agency" is a trustee or trustees or an
insurance company appointed and acting from time to time in accordance with the
provisions of Sec. 11.2 for the purpose of holding, investing, and disbursing
all or a part of the Fund.

Sec. 2.13 Highly Compensated Employee. "Highly Compensated Employee" for
any Plan Year means an individual described as such in Code section 414(q).

(a) Unless otherwise provided in Code section 414(q), each employee who
meets one of the following requirements is a "Highly Compensated
Employee":

(1) The employee at any time during the current or prior Plan Year
was a more than 5-percent owner as defined in Code section
414(q)(2).

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<PAGE>

(2) The employee received Compensation from the employer in excess of
$80,000 for the prior Plan Year. If the Company elects (pursuant
to applicable regulations, if any) that this sentence shall apply
to the prior Plan Year, the employee must also have been in the
top 20 percent of employees of the employer who performed
services for the employer in such prior Plan Year, when ranked on
the basis of Compensation paid during the Plan Year. For purposes
of determining the top 20 percent of employees under Code section
414(q)(3), any non-resident aliens who receive no earned income
from the employer which constitutes income from sources within
the United States shall be disregarded.

(3) The individual is a former employee who had a separation year
prior to the current Plan Year and such individual performed
services for the employer and was a Highly Compensated Employee
for either (i) such separation year, or (ii) any Plan Year ending
on or after the individual's 55th birthday. A "separation year"
is the Plan Year in which the individual separates from service
with the employer. With respect to an individual who separated
from service before January 1, 1987, the individual will be
included as a Highly Compensated Employee only if the individual
was a more than 5-percent owner or received Compensation in
excess of $50,000 during (i) the employee's separation year (or
the year preceding such separation year), or (ii) any year ending
on or after such individual's 55th birthday (or the last year
ending before such individual's 55th birthday).

(b) The dollar amount specified in paragraph (2) of subsection (a) shall
be indexed for cost of living increases for each calendar year after
1996 as provided in the applicable Treasury regulations. For any Plan
Year, the applicable dollar amount shall be the dollar amount in
effect for the calendar year in which the Plan Year commences.

(c) For purposes of this section, "employer" includes the Company and all
Affiliates, and "employee" includes Leased Employees.

(d) For purposes of this section, "Compensation" means the amount defined
as such under Sec. 6.1(f) plus the Salary Reduction Contributions to
this Plan and any other elective deferral contributions made by or on
behalf of the employee to any other plan maintained by the Company or
an Affiliate which are not includible in the gross income of the
employee under Code sections 125, 401(k), 402(h)(1)(B), or 403(b).
Commencing January 1, 1998, Compensation means the amount defined as
such under Sec. 6.1(f).

(e) For purposes of applying this section to the Plan Year commencing
January 1, 1997, the "prior Plan Year" shall be deemed to be the 1996
calendar year. The determination of Highly Compensated Employees for
the short Plan Year ending December 31, 1996 shall be made pursuant to
the provisions of Sec. 2.14 of the Plan in effect on December 31,
1996.

Sec. 2.14 Leased Employee. "Leased Employee" means any person defined as
such by Code section 414(n). In general, a Leased Employee is any person who is
not otherwise an employee of the Company or an Affiliate (referred to
collectively as the "recipient") and who pursuant to an agreement between the
recipient and any other person ("leasing organization") has performed services
for the recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)(6)) on a substantially full-time basis for a
period of at least one year and such services are

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performed under primary direction or control by the recipient. For purposes of
the requirements listed in Code section 414(n)(3), any Leased Employee shall be
treated as an employee of the recipient, and contributions or benefits provided
by the leasing organization which are attributable to services performed for the
recipient shall be treated as provided by the recipient. However, if Leased
Employees constitute less than 20% of the Company's non-highly compensated work
force within the meaning of Code section 414(n)(5)(C)(ii), those Leased
Employees covered by a plan described in Code section 414(n)(5) shall be
disregarded. Notwithstanding the foregoing, no Leased Employee shall be a
Qualified Employee or a Participant in this Plan.

Sec. 2.15 Named Fiduciary. The Company is a "Named Fiduciary" for purposes
of ERISA with authority to control or manage the operation and administration of
the Plan, including control or management of the assets of the Plan. Other
persons are also Named Fiduciaries under ERISA if so provided thereunder or if
so identified by the Company, by action of the Board. Such other person or
persons shall have such authority to control or manage the operation and
administration of the Plan, including control or management of the assets of the
Plan, as may be provided by ERISA or as may be allocated by the Company, by
action of the Board.

Sec. 2.16 Non-Highly Compensated Employee. "Non-Highly Compensated
Employee" means an employee of the Company who is not a Highly Compensated
Employee.

Sec. 2.17 Normal Retirement Age. "Normal Retirement Age" is age 65.

Sec. 2.18 Participant. A "Participant" is an individual described as such
in Article IV.

Sec. 2.19 Plan Year. Commencing January 1, 1997, the "Plan Year" is the
calendar year. The period from October 1, 1996 to December 31, 1996 was a short
Plan Year. From October 1, 1989, to September 30, 1996, the Plan Year was the
12-consecutive-month period commencing on each October 1 and ending on the
following September 30. The period from July 1, 1989 to September 30, 1989 was a
short Plan Year. Prior to July 1, 1989, the Plan Year was the
12-consecutive-month period commencing on each July 1.

Sec. 2.20 Predecessor Employer. Any corporation, partnership, firm, or
individual, a substantial part of the assets and employees of which are acquired
by a successor is a "Predecessor Employer" if named in this section, subject to
any conditions and limitations with respect thereto imposed by this section;
provided, however, that any such corporation, partnership, firm, or individual
may be named as a Predecessor Employer only if all of its employees who at the
time of the acquisition become employees of the successor and Participants
hereunder are treated uniformly, the use of service with it does not produce
discrimination in favor of Highly Compensated Employees, and there is no
duplication of benefits for such service. To be considered a Predecessor
Employer, the acquisition of assets and employees of a corporation, partnership,
firm, or individual must be by the Company, by an Affiliate, or by another
Predecessor Employer. Each of the following is a Predecessor Employer for the
period prior to the date indicated and subject to such other conditions and
limitations, if any, specified with respect thereto:

(a) Lear Siegler, Inc. for periods prior to March 24, 1987.

Any other employer shall be a Predecessor Employer if so required by regulations
prescribed by the Secretary of the Treasury.

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Sec. 2.21 Qualified Employee. "Qualified Employee" means any employee of
the Company (other than an employee classified by the Company as a temporary
employee), subject to the following:

(a) A nonresident alien within the meaning of Code section 7701(b)(1)(B)
while not receiving earned income (within the meaning of Code section
911(d)(2)) from the Company which constitutes income from sources
within the United States (within the meaning of Code section
861(a)(3)) is not a Qualified Employee.

(b) An employee is not a Qualified Employee unless his or her services are
performed within the continental United States (including Alaska) or
Hawaii, or the principal base of operations to which the employee
frequently returns is within the continental United States (including
Alaska) or Hawaii.

(c) Eligibility of employees in a collective bargaining unit to
participate in the Plan is subject to negotiations with the
representative of that unit. During any period that an employee is
covered by the provisions of a collective bargaining agreement between
the Company and such representative, the employee shall not be
considered a Qualified Employee for purposes of this Plan unless such
agreement expressly so provides. For purposes of this section only,
such an agreement shall be deemed to continue after its formal
expiration during collective bargaining negotiations pending the
execution of a new agreement.

(d) An employee shall be deemed to be a Qualified Employee during a period
of absence from active service which does not result from a
Termination of Employment, provided he or she is a Qualified Employee
at the commencement of such period of absence.

(e) Notwithstanding anything herein to the contrary, an individual is not
a Qualified Employee during any period during which the individual is
classified by the Company as an independent contractor or as any other
status in which the person is not treated as a common law employee of
the Company for purposes of withholding of taxes, regardless of the
correct legal status of the individual. The previous sentence applies
to all periods of such service of an individual who is subsequently
reclassified as an employee, whether the reclassification is
retroactive or prospective.

Sec. 2.22 Successor Employer. A "Successor Employer" is any entity that
succeeds to the business of the Company through merger, consolidation,
acquisition of all or substantially all of its assets, or any other means and
which elects before or within a reasonable time after such succession, by
appropriate action evidenced in writing, to continue the Plan.

Sec. 2.23 Top-Heavy Plan. "Top-Heavy Plan" is defined in Sec. 14.2(a).

Sec. 2.24 Valuation Date. "Valuation Date" means the date on which the Fund
and Accounts are valued as provided in Article VII. Each of the following is a
Valuation Date:

(a) Effective December 13, 1996, each business day of a Plan Year on which
the securities markets are open for trading.

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<PAGE>

(b) Such other day, as designated by the Company in written notice to the
Funding Agency, as the Company may consider necessary or advisable to
provide for the orderly and equitable administration of the Plan.

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ARTICLE III

SERVICE PROVISIONS
------------------

Sec. 3.1 Employment Commencement Date. "Employment Commencement Date" means
the date on which an employee first performs an Hour of Service for the Company,
an Affiliate, or a Predecessor Employer. For eligibility service purposes, the
date on which an employee first performs an Hour of Service after a 1-Year Break
in Service is also an "Employment Commencement Date".

Sec. 3.2 Termination of Employment. The "Termination of Employment" of an
employee for purposes of the Plan shall be deemed to occur upon resignation,
discharge, retirement, death, failure to return to active work at the end of an
authorized leave of absence or the authorized extension or extensions thereof,
failure to return to work when duly called following a temporary layoff, or upon
the happening of any other event or circumstance which, under the policy of the
Company, an Affiliate, or a Predecessor Employer as in effect from time to time,
results in the termination of the employer-employee relationship; provided,
however, that a Termination of Employment shall not be deemed to occur upon a
transfer between any combination of the Company, Affiliates, and Predecessor
Employers. Notwithstanding the foregoing, a Termination of Employment shall be
deemed not to have occurred for purposes of entitling a Participant to
distributions from his or her 401-K Account or Special Profit Sharing Account if
the Participant has not incurred a "separation from service" or "disability" as
defined in applicable regulations, except as provided in Sec. 10.12.

Sec. 3.3 Recognized Break in Service. A "Recognized Break in Service" is a
period of at least 12 consecutive months duration which begins on the day on
which an individual's Termination of Employment occurs. A Recognized Break in
Service ends, if ever, on the day on which the individual again performs an Hour
of Service for the Company, an Affiliate or a Predecessor Employer.

(a) If an individual is absent from work for maternity or paternity
reasons, and the absence began on or after the first day of the first
Plan Year commencing in 1985, the 12-month period beginning with the
first day of such absence shall not be included in a Recognized Break
In Service.

(b) For purposes of subsection (a), an absence from work for maternity or
paternity reasons means an absence (i) by reason of the pregnancy of
the individual, (ii) by reason of the birth of a child of the
individual, (iii) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement.

Sec. 3.4 Elapsed Time. An individual's "Elapsed Time" is equal to the
aggregate time elapsed between his or her Employment Commencement Date and his
or her most recent Termination of Employment or any other date as of which a
determination of Elapsed Time is to be made, expressed in years and days,
reduced as follows:

(a) All Recognized Breaks in Service shall be subtracted. Any periods that
would have been included in a Recognized Break In Service if Sec.
3.3(a) did not apply shall also be subtracted.

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<PAGE>

(b) If a nonvested individual has had a Recognized Break in Service equal
to or longer than his or her Elapsed Time prior to such break, all
Elapsed Time prior to such Recognized Break in Service shall be
disregarded, subject to the following:

(1) Commencing on the first day of the first Plan Year beginning in
1985, the preceding sentence shall not apply unless the
Participant incurs a Recognized Break In Service of at least 60
months duration; provided, however, that if as of the last day of
the previous Plan Year, any service prior to a Recognized Break
In Service would not have been required to be taken into account,
such service shall not be required to be taken into account by
reason of this sentence.

(2) The individual's Elapsed Time prior to a Recognized Break In
Service shall not include any Elapsed Time disregarded under this
section because of any previous Recognized Break In Service.

(3) For purposes of this subsection, a "nonvested individual" is an
individual who has no vested right to an accrued benefit under
the Plan derived from employer contributions (including Salary
Reduction Contributions).

For purposes of converting days into years, 365 days constitute one year.

Sec. 3.5 Hours of Service. "Hours of Service" are determined according to
the following subsections with respect to each applicable computation period.
The Company may round up the number of Hours of Service at the end of each
computation period or more frequently as long as a uniform practice is followed
with respect to all employees determined by the Company to be similarly situated
for compensation, payroll, and recordkeeping purposes.

(a) Hours of Service are computed only with respect to service with the
Company, Affiliates, and Predecessor Employers and are aggregated for
service with all such employers.

(b) For any portion of a computation period during which a record of hours
is maintained for an employee, Hours of Service shall be credited as
follows:

(1) Each hour for which the employee is paid, or entitled to payment,
for the performance of duties for his or her employer during the
applicable computation period is an Hour of Service.

(2) Each hour for which the employee is paid, or entitled to payment,
by his or her employer on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty,
military duty, or leave of absence, is an Hour of Service. No
more than 501 Hours of Service shall be credited under this
paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours of Service
shall not be credited under this paragraph with respect to
payments under a plan maintained solely for the purpose of
complying with applicable workers' compensation, unemployment
compensation, or disability insurance laws or with respect to a
payment which solely reimburses the individual for medical or
medically related expenses incurred by the employee.

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<PAGE>

(3) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the employer is an
Hour of Service. Such Hours of Service shall be credited to the
computation period or periods to which the award or agreement for
back pay pertains, rather than to the computation period in which
the award, agreement, or payment is made. Crediting of Hours of
Service for back pay awarded or agreed to with respect to periods
described in paragraph (2) shall be subject to the limitations
set forth therein.

(4) Hours under this subsection shall be calculated and credited
pursuant to section 2530.200b-2 of the Department of Labor
Regulations, which are incorporated herein by this reference.

(5) The Company may use any records to determine Hours of Service
which it considers an accurate reflection of the actual facts.
However, for purposes of determining Hours of Service completed
prior to the first day of the first Plan Year beginning in 1976,
the Company may use whatever records may be reasonably accessible
to it and may make whatever calculations are necessary to
determine the approximate number of Hours of Service completed
during such prior period or periods; and if accessible records
are insufficient to make such approximation for a particular
employee or group of employees, the Company may make a reasonable
estimate of the Hours of Service completed by such employee or
employees during the particular period.

(c) For any portion of a computation period during which an employee is
within a classification for which a record of hours for the
performance of duties is not maintained, the employee shall be
credited with 190 Hours of Service for each month for which he or she
would otherwise be credited with at least one Hour of Service under
subsection (b).

(d) Nothing in this section shall be construed as denying an employee
credit for an Hour of Service if credit is required by any federal law
other than ERISA. The nature and extent of such credit shall be
determined under such other law.

(e) In no event shall duplicate credit as an Hour of Service be given for
the same hour.

(f) This subsection shall apply to an individual who has service as (i)
either a common law employee or a Leased Employee of (ii) either the
Company or an Affiliate. For purposes of determining Hours of Service,
such an individual shall be considered an employee of the Company or
Affiliate during any period he or she would have been a Leased
Employee of the Company or Affiliate but for the requirement that he
or she must have performed services for the Company or Affiliate on a
substantially full-time basis for a period of at least one year.

Sec. 3.6 Eligibility Computation Period. An employee's first Eligibility
Computation Period is the 12-consecutive-month period beginning on his or her
Employment Commencement Date. The second Eligibility Computation Period is the
Plan Year commencing in said 12-consecutive-month period. Each subsequent Plan
Year prior to the end of the Plan Year in which the employee has a 1-Year Break
In Service is an Eligibility Computation Period. If subsequent to a 1-Year Break
In Service the employee has another Employment Commencement Date, Eligibility
Computation Periods for the period beginning on such date shall be computed as
though such date were the employee's first Employment

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<PAGE>

Commencement Date. For purposes of applying this section, the Plan Year that
began on October 1, 1996 shall be deemed to end on September 30, 1997.

Sec. 3.7 Year of Eligibility Service. Effective April 1, 1992, a "Year of
Eligibility Service" is an Eligibility Computation Period in which an employee
has at least 1000 Hours of Service, subject to the following:

(a) For purposes of determining Years of Eligibility Service as of April
1, 1992, an employee shall receive credit for the number of years of
service equal to the number of whole years of Elapsed Time credited to
the employee as of April 1, 1992, and the employee shall receive
credit, in the Eligibility Computation Period which includes April 1,
1992, for the number of Hours of Service determined by applying the
rule set forth in Sec. 3.5(c) to any fractional part of a year
credited to the employee under Sec. 3.4 as of April 1, 1992.

(b) If a nonvested employee has a 1-Year Break In Service, Years of
Eligibility Service prior to such break shall not be recognized for
purposes of the Plan if the number of the employee's consecutive
1-Year Breaks In Service equals or exceeds the aggregate number of
Years of Eligibility Service before the break, subject to the
following:

(1) Commencing the first day of the first Plan Year beginning in
1985, the preceding sentence shall not apply unless the employee
has a minimum of five consecutive 1-Year Breaks In Service;
provided, however, that if as of the last day of the previous
Plan Year, any service prior to a 1-Year Break In Service would
not have been required to be taken into account, such service
shall not be required to be taken into account by reason of this
sentence.

(2) If any Years of Eligibility Service are not required to be taken
into account by reason of a break-in-service period to which this
subsection applies, such Years of Eligibility Service shall not
be taken into account in applying this subsection to a subsequent
break-in-service period.

(3) For purposes of this subsection, a "nonvested employee" is an
individual who has no vested right to an accrued benefit under
the Plan derived from employer contributions (including Salary
Reduction Contributions).

Sec. 3.8 1-Year Break In Service. "1-Year Break In Service" means a Plan
Year in which the employee has 500 or fewer Hours of Service. The 1-Year Break
In Service shall be recognized as such on the last day of such Plan Year.

(a) Notwithstanding the provisions of Sec. 3.5, for purposes of
determining whether a 1-Year Break In Service has occurred with
respect to a Plan Year beginning after 1984, an individual who is
absent from work for maternity or paternity reasons shall receive
credit for the Hours of Service which would otherwise have been
credited to such individual but for such absence, or in any case in
which such hours cannot be determined, 8 Hours of Service per day of
such absence; provided, however, that the total number of Hours of
Service recognized under this subsection shall not exceed 501 hours.
The Hours of Service credited under this subsection shall be credited
in the Plan Year in which the absence begins if the crediting is
necessary to prevent a 1-Year Break In Service in that Plan Year or,
in all other cases, in the following Plan Year.

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<PAGE>

(b) For purposes of subsection (a), an absence from work for maternity or
paternity reasons means an absence that started during a Plan Year
beginning after 1984 (i) by reason of the pregnancy of the individual,
(ii) by reason of the birth of a child of the individual, (iii) by
reason of the placement of a child with the individual in connection
with the adoption of such child by such individual, or (iv) for
purposes of caring for such child for a period beginning immediately
following such birth or placement.

(c) The short Plan Years from July 1, 1989 to September 30, 1989 and from
October 1, 1996 to December 31, 1996 shall be disregarded for purposes
of applying this section.

Sec. 3.9 Periods of Military Service. Notwithstanding any provision of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code section
414(u). This section is effective December 12, 1994.

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<PAGE>

ARTICLE IV

PLAN PARTICIPATION
------------------

Sec. 4.1 Entry Date. Effective October 1, 1996, "Entry Date" means the
first day of each calendar month.

Sec. 4.2 Eligibility for Participation. Eligibility to participate in the
Plan shall be determined as follows:

(a) Each person who was a Participant in the Plan on September 30, 1996
shall be a Participant on October 1, 1996. On and after October 1,
1996, an individual shall become a Participant on the earliest Entry
Date on which he or she is a Qualified Employee and satisfies either
of the following requirements:

(1) The individual has completed at least 6 months of continuous
employment with the Company and is regularly scheduled to work at
least 30 hours per week.

(2) The individual is credited with one year of Eligibility Service in
an Eligibility Computation Period that ended prior to the Entry Date.

(b) If a former Participant is reemployed as a Qualified Employee, the
individual will become a Participant again on the date of rehire.

(c) If a former employee who was not previously a Participant is
reemployed as a Qualified Employee, and if the employee is credited
with at least one Year of Eligibility Service during Eligibility
Computation Periods ending prior to the immediately preceding Entry
Date, the employee will become a Participant on the date of rehire.

(d) If an employee of the Company or an Affiliate who is neither a
Participant nor a Qualified Employee is transferred to a position in
which he or she is a Qualified Employee, and if the employee is
credited with at least one Year of Eligibility Service during
Eligibility Computation Periods ending prior to the Entry Date
preceding the transfer, the employee shall become a Participant on the
date of the transfer.

Sec. 4.3 Duration of Participation. A Participant shall continue to be such
until the later of:

(a) The Participant's Termination of Employment.

(b) The date all benefits, if any, to which the Participant is entitled
hereunder have been distributed from the Fund.

Sec. 4.4 No Guarantee of Employment. Participation in the Plan does not
constitute a guarantee or contract of employment with the Company. Such
participation shall in no way interfere with any rights the Company would have
in the absence of such participation to determine the duration of an employee's
employment.

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ARTICLE V

CONTRIBUTIONS
-------------

Sec. 5.1 Salary Reduction Contributions. Each Active Participant may elect
to have the Company make Salary Reduction Contributions on his or her behalf,
subject to the following:

(a) The Participant may elect to have his or her current earnings reduced
by any whole percent the Participant may designate, but not exceeding
15 percent of Certified Earnings. This election may only be made
pursuant to a salary reduction agreement. The agreement shall be in
such form and executed subject to such rules as the Company may
prescribe. Each election shall apply only to earnings which become
payable after the election is filed with the Company or its designated
agent. Each election shall continue in effect until a new election is
filed pursuant to this section.

(b) The Company will make a Salary Reduction Contribution with respect to
each Participant in its employ who elects to have earnings for that
period reduced pursuant to this section. The amount of the
contribution will be equal to the amount by which the Participant's
earnings were reduced.

(c) Commencing December 1, 1996, the salary reduction agreement may be
effective as of the date on which the employee becomes a Participant
or as of any subsequent payroll date. Initial elections to contribute
under this subsection shall be filed with the Company or its
designated agent, and shall be filed at least 10 days prior to the
date contributions are to begin.

(d) Commencing December 1, 1996, an Active Participant may amend his or
her salary reduction agreement to increase or decrease the
contribution rate, or to discontinue making Salary Reduction
Contributions or resume such contributions, effective as of any
payroll date.

(e) Elections under subsection (d) shall be made by contacting the voice
response system designated by the Company, and shall be made in
accordance with any rules that may be established from time to time by
the Company or the entity maintaining the system. Each election shall
take effect within a reasonable period of time after it has been
received by the voice response system, as determined by the Company or
its agent.

(f) All Salary Reduction Contributions by a Participant shall cease when
the Participant ceases to be a Qualified Employee.

(g) Salary Reduction Contributions by a Participant for any calendar year
may not exceed $9,500, and shall cease at the point that limit is
reached during the year. The limit in the previous sentence shall be
adjusted for any cost of living increases provided for any calendar
year after 1997 in accordance with regulations issued by the Secretary
of the Treasury.

(h) Notwithstanding the foregoing provisions, if the Participant has
received a hardship distribution from any other plan maintained by the
Company or an Affiliate, no Salary Reduction Contributions shall be
made to this Plan on behalf of such Participant for 12 months
following the date on which the hardship distribution was made.
Furthermore, the

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<PAGE>

limit under subsection (g) for the calendar year following the year in
which the hardship withdrawal is made shall be reduced by the amount
of Salary Reduction Contributions (and any elective contributions to
any other plan maintained by the employer) for the calendar year in
which the hardship withdrawal was made.

(i) If a Participant's Salary Reduction Contributions are suspended under
subsection (h), the Participant may elect to recommence Salary
Reduction Contributions effective as of a payroll date following the
end of the 12-month suspension period by filing a new election in
accordance with subsections (d) and (e).

Sec. 5.2 Profit Sharing Contributions. For each Plan Year the Company shall
determine whether it will make a Profit Sharing Contribution to the Fund for
such Plan Year and, if it is determined that a contribution will be made, the
amount of the contribution or the formula by which the amount of the
contribution will be calculated. Profit Sharing Contributions shall be paid to
the Funding Agency designated by the Company.

(a) To be eligible to share in the Profit Sharing Contributions and in any
Forfeitures which are to be allocated as Profit Sharing Contributions
under this section for a Plan Year, a Participant must satisfy all of
the following requirements:

(1) The Participant must have been an Active Participant at some time
during the Plan Year.

(2) The Participant must be credited with at least one Year of
Eligibility Service during Eligibility Computation Periods that
ended prior to July 1 of the Plan Year, (or that ended prior to
October 1, 1996 in the case of the short Plan Year commencing
October 1, 1996). An employee who does not satisfy the
requirements of this paragraph (2) for a Plan Year shall not be a
"Participant" for purposes of this section for that year.

(3) The Participant must be employed by the Company or an Affiliate
on the last day of the Plan Year (disregarding for this purpose
any period of vacation preceding the Participant's Termination of
Employment). An employee who resigns during a Plan Year will not
be eligible for that year regardless of the effective date of the
resignation.

(4) The Participant must have been credited with 1,000 or more Hours
of Service during the Plan Year. Notwithstanding the previous
sentence, for the Plan Year from October 1, to December 31, 1996,
the Participant must have been credited with 1,000 or more Hours
of Service during 1996.

(b) Profit Sharing Contributions and Forfeitures for a Plan Year shall be
allocated in the proportion that the Certified Earnings of each
eligible Participant for the Plan Year bears to the Certified Earnings
of all eligible Participants for that year. Forfeitures for a Plan
Year shall be applied as a credit against the Company's Profit Sharing
Contributions for that Plan Year and shall be allocated as a part of
the Profit Sharing Contribution.

(c) The Company may designate that part or all of the Profit Sharing
Contribution under this section for a Plan Year shall be classified as
a Special Profit Sharing Contribution which may be used to satisfy the
requirements of Sec. 5.3(c) for that Plan Year. The Company shall

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<PAGE>

designate whether the Special Profit Sharing Contribution will be
allocated among all those Participants who satisfy the requirements of
subsection (a), or only among the Non-Highly Compensated Employees who
satisfy those requirements. A Special Profit Sharing Contribution
shall be allocated in proportion to the Certified Earnings of the
eligible Participants. Notwithstanding any provisions of the Plan to
the contrary, any contributions that are classified as Special Profit
Sharing Contributions shall be placed in a separate Account as
provided in Sec. 7.1 and shall be 100% vested and nonforfeitable when
made.

(d) Any portion of the Profit Sharing Contribution for a Plan Year (and
Forfeitures which are credited against such Contribution) which is not
designated pursuant to subsection (c) as a Special Profit Sharing
Contribution shall be the Employer Profit Sharing Contribution for the
Plan Year.

Sec. 5.3 Adjustment of Contributions Required by Code Section 401(k). If
necessary to satisfy the requirements of Code section 401(k), Salary Reduction
Contributions shall be adjusted in accordance with the following:

(a) Each Plan Year, the "deferral percentage" will be calculated for each
Active Participant. Each Participant's deferral percentage is
calculated by dividing the amount referred to in paragraph (1) by the
amount referred to in paragraph (2):

(1) The total Salary Reduction Contributions (including Excess
Deferrals of Highly Compensated Employees distributed under Sec.
5.4 but excluding Excess Deferrals of Non-Highly Compensated
Employees that arise solely from contributions made under plans
of the Company or Affiliates), if any, allocated to the
Participant's Accounts with respect to the Plan Year. The Company
may also elect to include all or part of the Special Profit
Sharing Contributions to be allocated to the Participant's
Accounts with respect to that Plan Year, provided that the
provisions of Treasury Regulation Section 1.401(k)-1(b) are
satisfied.

(2) The Participant's Compensation with respect to the Plan Year. For
purposes of this section, a Participant's "Compensation" for the
Plan Year means compensation determined according to a definition
selected by the Company for that year which satisfies the
requirements of Code section 414(s). The same definition of
Compensation shall be used for all Participants for a particular
Plan Year, but different definitions may be used for different
Plan Years. In all events, Compensation includes the Salary
Reduction Contributions to this Plan and any contributions made
pursuant to a salary reduction agreement by or on behalf of the
Participant to any other plan which meets the requirements of
Code sections 125, 401(k), 402(h)(1)(B), or 403(b). Compensation
shall be subject to the limit provided under Sec. 2.6(d).

(b) Each Plan Year, the average deferral percentage for Active
Participants who are Highly Compensated Employees and the average
deferral percentage for Active Participants who are Non-Highly
Compensated Employees will be calculated. In each case, the average is
the average of the percentages calculated under subsection (a) for
each of the employees in the particular group. The deferral percentage
for each Participant and the average deferral percentage for a
particular group of employees shall be calculated to the nearest
one-hundredth of one percent. For Plan Years commencing after 1996,
the average deferral percentage for Active Participants who are
Non-Highly Compensated Employees that is used

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<PAGE>

in applying this section for a particular Plan Year shall be the
percentage determined for the preceding Plan Year, unless the Company
elects to use the percentage for the current Plan Year in accordance
with applicable regulations. If an election is made under the previous
sentence to use the percentage for the current Plan Year, it may not
be changed for later Plan Years except as provided in applicable
regulations (subject to the transition rule for the 1997 Plan Year
contained in IRS Notice 97-2).

(c) If the requirements of either paragraph (1) or (2) are satisfied, then
no further action is needed under this section:

(1) The average deferral percentage for Participants who are Highly
Compensated Employees is not more than 1.25 times the average
deferral percentage for Participants who are Non-Highly
Compensated Employees.

(2) The excess of the average deferral percentage for Participants
who are Highly Compensated Employees over the average deferral
percentage for Participants who are Non-Highly Compensated
Employees is not more than two percentage points, and the average
deferral percentage for such Highly Compensated Employees is not
more than 2 times the average deferral percentage for such
Non-Highly Compensated Employees.

(d) If neither of the requirements of subsection (c) is satisfied, then
the Salary Reduction Contributions with respect to Highly Compensated
Employees shall be reduced, beginning with the contributions
representing the greatest dollar amount per Participant, to the extent
necessary to make the aggregate dollar amount of such reductions equal
to the amount by which the Salary Reduction Contributions (prior to
such reduction) had exceeded the requirements of subsection (c)(1) or
(c)(2), whichever is less. Such reduction shall be made in accordance
with the methodology prescribed at such time by the Internal Revenue
Service under IRS Notice 97-2 or other applicable notices or Treasury
regulations.

(e) At any time during the Plan Year, the Company may make an estimate of
the amount of Salary Reduction Contributions by Highly Compensated
Employees that will be permitted under this section for the year and
may reduce the percent specified in Sec. 5.1(a) for such Participants
to the extent the Company determines in its sole discretion to be
necessary to satisfy at least one of the requirements in subsection
(c).

(f) If Salary Reduction Contributions with respect to a Highly Compensated
Employee are reduced pursuant to subsection (d), the Excess Salary
Reduction Contributions shall be distributed, subject to the
following:

(1) For purposes of this subsection, "Excess Salary Reduction
Contributions" mean the amount by which Salary Reduction
Contributions for Highly Compensated Employees have been reduced
under subsection (d).

(2) Excess Salary Reduction Contributions (adjusted for income or
losses allocable thereto as specified in paragraph (3), if any)
shall be distributed to Participants on whose behalf such excess
contributions were made for the Plan Year no later than the last
day of the following Plan Year. Furthermore, the Company shall
attempt to distribute such amount by the 15th day of the third
month following the Plan Year for which the

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excess contributions were made to avoid the imposition on the
Company of an excise tax under Code section 4979.

(3) Income or losses allocable to Excess Salary Reduction
Contributions for the Plan Year shall be determined by
multiplying the amount of income or loss for the Plan Year which
is allocable to the Participant's Salary Reduction Contributions
(and to other amounts credited to the Participant that the
Company elects to include under subsection (a)(1)) by a fraction.
The numerator of the fraction is the Participant's Excess Salary
Reduction Contributions for the Plan Year. The denominator of the
fraction is the total balance in the Participant's Accounts
attributable to Salary Reduction Contributions (and to other
amounts the Company has elected to include under subsection
(a)(1)) on the first day of the Plan Year and any other amounts
the Company has elected to include under subsection (a)(1) for
the Plan Year.

(4) The amount of Excess Salary Reduction Contributions and income or
losses allocable thereto which would otherwise be distributed
pursuant to this subsection shall be reduced, in accordance with
regulations, by the amount of Excess Deferrals and income or
losses allocable thereto previously distributed to the
Participant pursuant to Sec. 5.4 for the calendar year ending
with or within the Plan Year.

(g) The deferral percentage for any Participant who is a Highly
Compensated Employee for the Plan Year, and who is eligible to
participate in two or more plans with cash or deferred arrangements
described in Code section 401(k) to which the Company or any Affiliate
contributes, shall be determined as if all employer contributions were
made under a single arrangement unless mandatorily disaggregated
pursuant to regulations under Code section 401(k). This subsection
shall be applied by treating all cash or deferred arrangements with
Plan Years ending within the same calendar year as a single
arrangement.

(h) If two or more plans which include cash or deferred arrangements are
considered as one plan for purposes of Code section 401(a)(4) or Code
section 410(b), the cash or deferred arrangements shall be treated as
one for the purposes of applying the provisions of this section unless
mandatorily disaggregated pursuant to regulations under Code section
401(k).

(i) If the entire Account balance of a Highly Compensated Employee has
been distributed during the Plan Year in which an excess arose, the
distribution shall be deemed to have been a corrective distribution of
the excess and income attributable thereto to the extent that a
corrective distribution would otherwise have been required under
subsection (f) of this section or Sec. 5.4.

(j) A corrective distribution of excess contributions under subsection (f)
of this section or Excess Deferrals under Sec. 5.4 may be made without
regard to any notice or Participant or spousal consent required under
Article VIII or X.

(k) In the event of a complete termination of the Plan during the Plan
Year in which an excess arose, any corrective distribution under
subsection (f) of this section shall be made as soon as
administratively feasible after the termination, but in no event later
than 12 months after the date of termination.

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<PAGE>

Sec. 5.4 Distribution of Excess Deferrals. Notwithstanding any other
provisions of the Plan, Excess Deferrals for a calendar year and income or
losses allocable thereto shall be distributed no later than the following April
15 to Participants who claim such Excess Deferrals, subject to the following:

(a) For purposes of this section, "Excess Deferrals" means the amount of
Salary Reduction Contributions for a calendar year that the
Participant claims pursuant to the procedure set forth in subsection
(b) because the total amount deferred for the calendar year exceeds
$9,500 for 1997 (indexed for inflation for subsequent calendar years)
or such other limit imposed on the Participant for that year under
Code section 402(g).

(b) The Participant's written claim, specifying the amount of the
Participant's Excess Deferral for any calendar year, shall be
submitted to the Company no later than the March 1 following such
calendar year. The claim shall include the Participant's written
statement that if such amounts are not distributed, such Excess
Deferrals, when added to amounts deferred under other plans or
arrangements described in Code section 401(k), 403(b), or 408(k),
exceed the limit imposed on the Participant by Code section 402(g) for
the year in which the deferral occurred. A Participant shall be deemed
to have submitted such a claim to the extent the Participant has
Excess Deferrals for the calendar year taking into account only
contributions under this Plan and any other plan maintained by the
Company or an Affiliate.

(c) Excess Deferrals distributed to a Participant with respect to a
calendar year shall be adjusted to include income or losses allocable
thereto using the same method specified for excess Salary Reduction
Contributions under Sec. 5.3(f)(3).

(d) The amount of Excess Deferrals and income allocable thereto which
would otherwise be distributed pursuant to this section shall be
reduced, in accordance with applicable regulations, by the amount of
excess Salary Reduction Contributions and income allocable thereto
previously distributed to the Participant pursuant to Sec. 5.3 for the
Plan Year beginning with or within such calendar year, and by the
amount of any deferrals properly distributed as excess annual
additions under Sec. 6.1.

Sec. 5.5 Time of Contributions. Salary Reduction Contributions and Profit
Sharing Contributions for a Plan Year shall be paid to the Funding Agency no
later than the time (including extensions thereof) prescribed by law for filing
the Company's federal income tax return for the tax year in which the Plan Year
ends. Salary Reduction Contributions and any other contributions taken into
account under Sec. 5.3(a)(1) shall be paid to the Funding Agency no later than
12 months following the end of the Plan Year, if earlier. In addition, Salary
Reduction Contributions shall be paid to the Funding Agency by any earlier date
that may be specified in Treasury or Department of Labor regulations.

Sec. 5.6 Allocations. Contributions under Sections 5.1 and 5.2 shall be
allocated to the Accounts of Participants as follows:

(a) Salary Reduction Contributions with respect to each Participant
electing deferrals pursuant to Sec. 5.1 for a Plan Year shall be
allocated to the 401-K Account of each such Participant as of the last
day of the Plan Year.

(b) Profit Sharing Contributions and Special Profit Sharing Contributions
for a Plan Year, and any Forfeitures added to such Contributions,
shall be allocated to the Employer Profit

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<PAGE>

Sharing Account or Special Profit Sharing Account, as the case may be,
of each eligible Participant as of the last day of the Plan Year.

(c) Notwhithstanding the foregoing provisions of this section, allocations
shall be reflected in Accounts as provided in Article VII. The Funding
Agency shall treat contributions as though they had been allocated to
the Accounts as of the Valuation Date coinciding with or following the
date they were deposited with the Funding Agency for purposes of
allocating investment gains and losses pursuant to Sec. 7.2 and Sec.
7.3.

Sec. 5.7 Limitations on Contributions. In no event shall the amount of the
contributions under this Article for any Plan Year exceed the lesser of:

(a) The maximum amount allowable as a deduction in computing the Company's
taxable income for that Plan Year for federal income tax purposes.

(b) The aggregate amount of the contributions that may be allocated to
Accounts of Participants under the provisions of Article VI.

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ARTICLE VI

LIMITATION ON ALLOCATIONS
-------------------------

Sec. 6.1 Limitation on Allocations. Notwithstanding any provisions of the
Plan to the contrary, allocations to Participants under the Plan shall not
exceed the maximum amount permitted under Code section 415. For purposes of the
preceding sentence, the following rules shall apply unless otherwise provided in
Code section 415:

(a) The Annual Additions with respect to a Participant for any Plan Year
shall not exceed the lesser of:

(1) $30,000, adjusted for each Plan Year to reflect cost of living
increases for that Plan Year published by the Secretary of the
Treasury.

(2) 25% of the Compensation of such Participant for such Plan Year.

If a Plan Year is shorter than 12 months, the dollar limitations under
this subsection for that year shall be multiplied by a fraction, the
numerator of which is the number of months in the short Plan Year and
the denominator of which is 12.

(b) If a Participant is also a participant in one or more other defined
contribution plans maintained by the Company or an Affiliate, and if
the amount of employer contributions and forfeitures otherwise
allocated to the Participant for a Plan Year must be reduced to comply
with the limitations under Code section 415, such allocations under
this Plan and each of such other plans shall be reduced pro rata in
the sequence specified in subsection (c), and pro rata within each
category within that sequence, to the extent necessary to comply with
said limitations, except that reductions to the extent necessary shall
be made in allocations under profit sharing plans and stock bonus
plans before any reductions are made under money purchase plans.

(c) If for any Plan Year the limitation described in subsection (a) would
otherwise be exceeded by contributions to this Plan with respect to
any Participant (after application of subsection (b)), the
Participant's Annual Additions shall be adjusted in the following
sequence, but only to the extent necessary to reduce Annual Additions
to the level permitted in subsection (a):

(1) The Participant's after-tax voluntary employee contributions for
the Plan Year, if any, shall be refunded to the Participant
during the Plan Year or as soon as reasonably possible following
the end of the Plan Year.

(2) The Participant's Salary Reduction Contributions for the Plan
Year, if any, shall be reduced, and that amount shall be refunded
to the Participant.

(3) If, after the adjustments in paragraphs (1) and (2) there is an
excess amount with respect to a Participant for a Plan Year, such
excess amount shall be held unallocated in a suspense account.
The suspense account will be applied to reduce future employer
contributions for all Participants in the current Plan Year, the
next Plan Year, and in each succeeding Plan Year, if necessary.
The suspense account will participate in the

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allocation of the investment gains and losses of the Fund and the
value of such account will be considered in valuing other
Accounts under the Plan.

(4) Any amounts refunded under paragraphs (1) or (2) shall be
disregarded for purposes of applying the limits under Sec. 5.3
and Sec. 5.4.

(d) If the Participant is also a participant in one or more defined
benefit plans maintained by the Company or an Affiliate, the sum of
the Participant's defined benefit plan fraction and defined
contribution plan fraction, determined according to Code section
415(e), for any Plan Year may not exceed 1.0. If the sum of a
Participant's defined benefit fraction and defined contribution
fraction would otherwise exceed 1.0 for any Plan Year, the benefits
provided under the defined benefit plan or plans shall be reduced to
the extent necessary to reduce the sum of the fractions to 1.0. For
purposes of this subsection, Annual Additions for Plan Years beginning
before 1987 shall not be recomputed to treat all employee
contributions as Annual Additions, and the defined contribution plan
fraction shall be adjusted as provided in Section 1106(i) of the Tax
Reform Act of 1986. This subsection (d) shall cease to apply effective
January 1, 2000.

(e) For purposes of this section, "Annual Additions" means the sum of the
following amounts allocated to a Participant for a Plan Year under
this Plan and all other defined contribution plans maintained by the
Company or an Affiliate in which he or she participates:

(1) Employer contributions, including Salary Reduction Contributions
made under this Plan. Excess Salary Reduction Contributions which
are distributed under the provisions of Article V are included in
Annual Additions, but Excess Deferrals which are distributed
under Sec. 5.4 are not included in Annual Additions.

(2) Forfeitures, if any.

(3) Voluntary non-deductible contributions, if any.

(4) Amounts attributable to medical benefits as described in Code
sections 415(1)(2) and 419A(d)(2).

An Annual Addition with respect to a Participant's Accounts shall be
deemed credited thereto with respect to a Plan Year if it is allocated
to the Participant's Accounts under the terms of the Plan as of any
date within such Plan Year.

(f) For purposes of this section, "Compensation" means an employee's
earned income, wages, salaries, fees for professional services and
other amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the course of
employment with the Company and Affiliates to the extent that the
amounts are includable in gross income (including, but not limited to,
commissions, compensation for services on the basis of a percentage of
profits, tips, bonuses, fringe benefits, and reimbursements or other
expense allowances under a nonaccountable plan described in Treasury
Regulation Section 1.62-2(c)), subject to the following:

(1) Compensation excludes the Salary Reduction Contributions to this
Plan, any elective salary reduction contributions to any other
plan which are not includable in the gross

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income of the employee under Code sections 125, 401(k),
402(h)(1)(B) or 403(b), any other employer contributions to a
plan of deferred compensation which are not includible in the
employee's gross income for the taxable year in which
contributed, any distributions from a plan of deferred
compensation, and any other amounts which receive special tax
benefits. However, any amounts received by an employee pursuant
to an unfunded non-qualified plan of deferred compensation may be
considered as Compensation in the year such amounts are
includible in the employee's gross income. Notwithstanding the
foregoing, for Plan Years commencing on or after January 1, 1998,
Compensation includes the Salary Reduction Contributions to this
Plan and any other elective deferrals which are not includible in
the gross income of the employee under Code sections 125, 401(k),
402(h)(1)(B), 403(b) or 457.

(2) Compensation excludes amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or
property) either becomes transferable or is no longer subject to
a substantial risk of forfeiture.

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<PAGE>

ARTICLE VII

INDIVIDUAL ACCOUNTS
-------------------

Sec. 7.1 Accounts for Participants. The following Accounts may be
established under the Plan for a Participant:

(a) A 401-K Account and an Employer Profit Sharing Account shall be
established for each Participant who makes or receives contributions
allocable to such an Account, or who made or received contributions
allocated to that type of Account under a Merged Plan.

(b) A Special Profit Sharing Account shall be established for each
Participant who receives a Special Profit Sharing Contribution under
Sec. 5.2(c).

(c) A Forfeiture Account shall be established for each Participant whose
Termination of Employment occurs under circumstances such that at that
time the Participant has not become 100% vested in his or her Employer
Profit Sharing Account.

(d) A Rollover Account shall be established for each Participant who makes
a Rollover Contribution, as provided by Sec. 7.5, or who made such a
contribution under a Merged Plan.

More than one of any of the above types of Accounts may be established if
required by the Plan or if considered advisable by the Company in the
administration of the Plan. Except as expressly provided herein to the contrary,
the Fund shall be held and invested on a commingled basis, Accounts shall be for
bookkeeping purposes only, and the establishment of Accounts shall not require
any segregation of Fund assets.

Sec. 7.2 Valuation Procedure. As of each Valuation Date, the value of each
Account shall be adjusted to reflect the effect of distributions, transfers,
withdrawals, income, realized and unrealized profit and losses, contributions,
and all other transactions with respect to the Fund since the next preceding
Valuation Date, as follows:

(a) The value of each Account determined in accordance with this section
as of the preceding Valuation Date (and adjusted as provided in
subsection (c) below) shall be adjusted to reflect any investment
gains, losses or expenses credited to or charged against the Account
by the Funding Agency pursuant to Sec. 7.3.

(b) There shall be added to the adjusted value of each Account the amount
of any contributions made pursuant to Article V during the period
subsequent to the preceding Valuation Date and ending on the current
Valuation Date.

(c) From the value of each Account determined as of the next preceding
Valuation Date, there shall be deducted the amount of all
distributions and withdrawals, if any, made from the Account since the
preceding Valuation Date.

If a Participant's Termination of Employment (or any other event) occurred after
the preceding Valuation Date and on or before the current Valuation Date, and if
the Participant was not 100% vested in his or her Employer Profit Sharing
Account, the value of such Account as determined above shall be adjusted by

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<PAGE>

deducting the percentage of such Account not so vested and crediting them to the
Participant's Forfeiture Account.

Sec. 7.3 Investment of Accounts. Each Participant shall direct the
investment of his or her Accounts, subject to the following:

(a) The Company shall determine the class or classes of investments which
will be made available as investment options under this Plan from time
to time. The Company may in its sole discretion add additional options
or delete existing options at any time.

(b) All investment directions shall be filed with the Company, or with
such agent or agents as may be designated from time to time by the
Company for this purpose. Each investment direction shall remain in
effect until a new investment direction is filed by the Participant.
Commencing December 13, 1996, a Participant may change the investment
of existing Account balances and future contributions at any time by
contacting a voice response system designated by the Company in
accordance with procedures established from time to time by the
Company or the entity maintaining the system. Each investment
direction shall be implemented within a responsible period of time
after the direction is received by the voice response system. All
investment designations must be in whole percentages for any
investment option.

(c) All investment directions by a Participant shall be complete as to the
terms of the investment transaction. The Participant shall provide
investment directions for both the investment of existing Account
balances and the investment of future contributions on behalf of the
Participant, but may provide separate directions for each. No Funding
Agency shall have any obligation whatsoever to invest or manage any
assets held in a Participant's Accounts, its sole duty being to follow
within a reasonable period of time all proper directions of the
Participant which are made in accordance with the Plan and which are
not contrary to ERISA. The Plan is intended to satisfy the
requirements of Section 404(c)(1) of ERISA regarding control by the
Participant or Beneficiary over the assets in his or her Accounts. If
a Participant fails to provide directions as to the investment of any
cash held in his or her Accounts, the Company may in its sole
discretion designate an investment vehicle to be used to hold such
funds.

(d) All earnings and losses on the investments held for each of the
Participant's Accounts shall be credited directly to such Account, and
the Account shall be charged with all expenses attributable to such
investments. The Funding Agency may also charge to each such Account
such portion of the general expenses of the Plan or the Fund as the
Funding Agency determines in its sole discretion to be reasonable.

(e) Following the death of the Participant, each of his or her
Beneficiaries shall have the right to direct the investment of the
portion of the Participant's Accounts held on behalf of the
Beneficiary, subject to the same terms and conditions as applied to
the Participant prior to death.

(f) The Funding Agency shall at all times retain title to all assets held
for Accounts, and shall have the voting power with respect to all
stock or other securities held for Accounts.

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<PAGE>

(g) All investment directions shall be in accordance with such rules and
regulations as the Company or the Funding Agency may establish from
time to time for this purpose.

(h) Each Account shall be valued by the Funding Agency at fair market
value as of each Valuation Date and at such other times as may be
necessary for the proper administration of the Plan. If fair market
value of an asset is not available, it shall be deemed to be fair
value as determined in good faith by the Company or other Named
Fiduciary assigned such function, or if such asset is held in trust
and the trust agreement so provides, as determined in good faith by
the trustee. If any portion of the fund is invested in a contract
issued by an insurance company, of a type sometimes referred to as a
"guaranteed income contract", under which the insurance company pays a
guaranteed minimum rate of interest for a stated period of time, and
if no event has occurred that will result in repayment of principal at
a discounted value, the fair market value of the contract shall be
deemed to be its book value.

Sec. 7.4 Participant Statements. Each Plan Year the Company may cause each
Participant to be provided with a statement of Account balances as of the end of
the immediately preceding Plan Year. Statements may be provided at more frequent
intervals as determined by the Company.

Sec. 7.5 Rollover Accounts. At the request of a Qualified Employee and with
the consent of the Company, the Plan may accept a transfer to the Fund of a cash
amount that constitutes a Rollover Contribution. The Company shall grant such
consent in its sole discretion and only if it is certain that the amount to be
transferred will constitute a proper Rollover Contribution. Notwithstanding any
provisions of the Plan to the contrary, the following shall apply with respect
to a Rollover Contribution:

(a) A Rollover Account shall be established for each employee who makes a
Rollover Contribution. From the date the assets of the Rollover
Contribution are transferred to the Fund through the first Valuation
Date following such transfer, the Rollover Account shall be valued at
the fair market value of said assets on the date of such transfer.

(b) A Rollover Account shall be treated in all respects the same as an
Employer Profit Sharing Account except as provided in (a) above or in
Sec. 9.4, and any references in the Plan to an Employer Profit Sharing
Account shall apply equally to a Rollover Account, except that no
employer or employee contributions or Forfeitures shall ever be added
to a Rollover Account, and in the event of the employee's Termination
of Employment entitling him or her to a benefit under Sec. 9.2, the
vested percentage in the Rollover Account shall be 100%. Contributions
to a Rollover Account will be disregarded for purposes of Articles V
and VI.

(c) The employee shall be treated the same as a Participant hereunder from
the time of the transfer, but shall not actually be a Participant and
shall not be eligible to receive an allocation of employer
contributions or Forfeitures until he or she has satisfied the
requirements of Article IV.

(d) For purposes of this section, "Rollover Contribution" means a
contribution of an amount which may be rolled over to this Plan
pursuant to Code section 401(a)(31), 402(c), 403(a)(4), 408(d)(3), or
any other provision of the Code which may permit rollovers to this
Plan from time to time.

Sec. 7.6 Voting of WICOR Stock. A Participant may direct the voting at each
annual meeting and at each special meeting of stockholders of WICOR, Inc. of
that number of whole shares of

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WICOR Stock attributable to the Participant's balance in the WICOR Stock Fund
held as an investment option under Sec. 7.3 as of the Valuation Date preceding
the record date for such meeting. Each such Participant will be provided with
copies of any pertinent material together with a request for the Participant's
confidential instructions as to how such shares are to be voted. The Company
shall direct the Funding Agency to vote such shares in accordance with such
instructions. Any shares of WICOR Stock allocated to Participant Accounts for
which the Company has not received, or is not subject to receiving, such voting
instructions, shall not be voted.

Sec. 7.7 Tender Offers. In the event that WICOR Stock becomes the subject
of a tender offer, each Participant shall have the sole and exclusive right to
decide whether to direct the Funding Agency to tender up to the number of whole
and fractional shares of WICOR Stock attributable to his or her balance in the
WICOR Stock Fund as of the Valuation Date preceding the date of the tender
offer. Each Participant shall have the right, to the extent the terms of the
tender offer so permit, to direct the withdrawal of such shares from tender. A
Participant shall not be limited as to the number of instructions to tender or
to withdraw from same which he or she can give, provided, however, that the
Participant shall not have the right to give such instructions outside a
reasonable time period established by the Funding Agency. Said reasonable time
period shall be based on the ability of the Funding Agency to comply with the
offer. Each such Participant will be provided, by the Company, within a
reasonable time of the commencement of a tender offer, copies of any pertinent
material supplied by the tender offeror or WICOR, Inc., together with a request
for the Participant's instructions pertaining to tender of the applicable
shares. Such written material shall include:

(a) The offer to purchase as distributed by the offeror to the
shareholders of WICOR, Inc.

(b) A statement of the shares representing his or her interest in the
WICOR Stock Fund as of the most recent information available to the
Company.

The Funding Agency shall aggregate numbers representing Participants'
instructions and shall tender such shares in accordance with such instructions.
Any shares of WICOR Stock allocated to a Participant for which the Company has
not received such tender offer instructions shall not be tendered. The proceeds
of any shares of WICOR Stock tendered in accordance with this section which are
purchased and paid for by the tender offeror shall be credited to the investment
fund or funds elected by the Participant pursuant to rules established by the
Company. In the event all shares of WICOR Stock tendered by Participants are not
purchased pursuant to the tender offer, the Company is authorized to allocate
the proceeds of the whole and fractional shares purchased from all such
Participants pro-rata, based upon the aggregate shares tendered by each
Participant.

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ARTICLE VIII

DESIGNATION OF BENEFICIARY
--------------------------

Sec. 8.1 Persons Eligible to Designate. Any Participant may designate a
Beneficiary to receive any amount payable from the Fund as a result of the
Participant's death, provided that the Beneficiary survives the Participant. The
Beneficiary may be one or more persons, natural or otherwise. By way of
illustration, but not by way of limitation, the Beneficiary may be an
individual, trustee, executor, or administrator. A Participant may also change
or revoke a designation previously made, without the consent of any Beneficiary
named therein.

Sec. 8.2 Special Requirements for Married Participants. Notwithstanding the
provisions of Sec. 8.1, if a Participant is married at the time of his or her
death, the Beneficiary shall be the Participant's spouse unless the spouse has
consented in writing to the designation of a different Beneficiary, the spouse's
consent acknowledges the effect of such designation, and the spouse's consent is
witnessed by a representative of the Plan or a notary public. Such consent shall
be deemed to have been obtained if it is established to the satisfaction of the
Company that such consent cannot be obtained because there is no spouse, because
the spouse cannot be located, or because of such other circumstances as may be
prescribed by federal regulations. Any consent by a spouse shall be irrevocable.
Any designation of a Beneficiary which has received spousal consent may be
changed (other than by being revoked) without spousal consent only if the
consent by the spouse expressly permits subsequent designations by the
Participant without any requirement of further consent by the spouse. Any such
consent shall be valid only with respect to the spouse who signed the consent,
or in the case of a deemed consent, the designated spouse. The provisions of
this section shall apply only to Participants who have at least one Hour of
Service on or after August 23, 1984.

Sec. 8.3 Form and Method of Designation. Any designation or a revocation of
a prior designation of Beneficiary shall be in writing on a form acceptable to
the Company and shall be filed with the Company. The Company and all other
parties involved in making payment to a Beneficiary may rely on the latest
Beneficiary designation on file with the Company at the time of payment or may
make payment pursuant to Sec. 8.4 if an effective designation is not on file,
shall be fully protected in doing so, and shall have no liability whatsoever to
any person making claim for such payment under a subsequently filed designation
of Beneficiary or for any other reason.

Sec. 8.4 No Effective Designation. If there is not on file with the Company
an effective designation of Beneficiary by a deceased Participant, the
Beneficiary shall be the person or persons surviving the Participant in the
first of the following classes in which there is a survivor, share and share
alike:

(a) The Participant's spouse.

(b) The Participant's children, except that if any of the Participant's
children predecease the Participant but leave issue surviving the
Participant, such issue shall take by right of representation the
share their parent would have taken if living.

(d) The Participant's brothers and sisters.

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(e) The Participant's estate.

Determination of the identity of the Beneficiary in each case shall be made by
the Company.

Sec. 8.5 Successor Beneficiary. If a Beneficiary who survives the
Participant subsequently dies before receiving all payments to which the
Beneficiary was entitled, the successor Beneficiary, determined in accordance
with the provisions of this section, shall be entitled to the balance of any
remaining payments due. A Beneficiary who is not the surviving spouse of the
Participant may not designate a successor Beneficiary. A Beneficiary who is the
surviving spouse may designate a successor Beneficiary only if the Participant
specifically authorized such designations on the Participant's Beneficiary
designation form. If a Beneficiary is permitted to designate a successor
Beneficiary, each such designation shall be made according to the same rules
(other than Sec. 8.2) applicable to designations by Participants. If a
Beneficiary is not permitted to designate a successor Beneficiary, or is
permitted to do so but fails to make such a designation, the balance of any
payments remaining due will be payable to a contingent Beneficiary if the
Participant's Beneficiary designation so specifies, and otherwise to the
personal representative (executor or administrator) of the deceased Beneficiary.

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ARTICLE IX

BENEFIT REQUIREMENTS
--------------------

Sec. 9.1 Benefit on Retirement or Disability. If a Participant's
Termination of Employment occurs (for any reason other than death) after either
of the following events, the Participant shall be 100% vested and shall be
entitled to a benefit equal to the value of all of his or her Accounts:

(a) The Participant has reached age 65.

(b) The Participant's Termination of Employment has occurred due to a
bodily injury or disease which the Company determines, based on
competent medical evidence, makes the Participant permanently disabled
from performing the normal duties of his or her position with the
Company.

The benefit shall be paid at the times and in the manner determined under
Article X.

Sec. 9.2 Other Termination of Employment. If a Participant's Termination of
Employment occurs (for any reason other than death) under circumstances such
that the Participant is not entitled to a benefit under Sec. 9.1, the
Participant shall be entitled to a benefit equal to the value of all of his or
her Accounts other than the Employer Profit Sharing Account and also a benefit
equal to the vested percentage of the value of the Participant's Employer Profit
Sharing Account, subject, however, to the following:

(a) If the Termination of Employment occurred on or after July 1, 1989,
the vested percentage shall depend upon the number of the
Participant's full years of Elapsed Time at the time of the
Termination of Employment, as follows:

Vesting Schedule
----------------

Full Years of Elapsed Time Vested Percentage
-------------------------- -----------------
Less than 1 0%
1 but less than 2 10%
2 but less than 3 20%
3 but less than 4 30%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%

Notwithstanding the foregoing, the vested percentage of an individual
who was a participant in the Hypro Corporation Sherwood Plant Profit
Sharing Plan and whose Termination of Employment occurred prior to
April 1, 1992 shall be determined from the vesting schedule contained
in that Plan.

(b) The portion of the Employer Profit Sharing Account that is not vested
shall be determined and transferred to the Participant's Forfeiture
Account as of the Valuation Date coincident with or next following his
or her Termination of Employment, as provided in Sec. 7.2. The
disposition of said Forfeiture Account shall be as provided below:

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(1) If the Participant is subsequently reemployed before the last day
of the Plan Year in which the Termination of Employment occurred,
the Forfeiture Account shall be reinstated as a separate Employer
Profit Sharing Account, to which the Participant shall be
entitled in accordance with the provisions of this Article IX
upon a subsequent Termination of Employment, subject to the
provisions of paragraph (4).

(2) If the Participant is not reemployed before the last day of the
Plan Year in which the Termination of Employment occurred, the
value of the Forfeiture Account shall be recognized as
Forfeitures as of the last day of the Plan Year in which the
earlier of the following dates occurred:

(A) The date the Participant incurred a Recognized Break In
Service of at least 60 months duration.

(B) The date that the vested portion of all of the Participant's
Accounts has been distributed to the Participant. If a
Participant was 0% vested in a particular Account, that
Account will be deemed for purposes of this clause (ii) to
have been distributed when the Participant's Termination of
Employment occurred.

The Participant shall lose all claim to the Forfeiture
Account when the Forfeiture occurs. The Forfeiture Account
shall be revalued on the Valuation Date preceding the date
on which the Forfeiture is recognized and shall be allocated
as provided in Article V.

(3) If a former Participant whose Account was forfeited under
paragraph (2) is subsequently reemployed and completes a year of
Elapsed Time before incurring a Recognized Break in Service of at
least 60 months duration, a separate Employer Profit Sharing
Account shall be reinstated for the Participant as of the
Valuation Date coincident with the last day of the Plan Year in
which such year of Elapsed Time is completed. The Participant
shall be entitled to such Account in accordance with the
provisions of this Article IX upon any subsequent Termination of
Employment, subject to the provisions of paragraph (4). The total
value of such Account as of such Valuation Date shall be equal to
the value of the Forfeiture Account as of the Valuation Date
referred to in paragraph (2). The reinstated Account shall be
funded as provided in paragraph (5).

(4) If a Participant referred to in paragraph (1) or paragraph (3) is
not 100% vested in the reinstated Employer Profit Sharing Account
upon a subsequent Termination of Employment, the benefit to which
the Participant is entitled therefrom shall be determined as of
the Valuation Date coincident with or next following the
subsequent Termination of Employment as follows:

(A) To the value of such reinstated Account determined as of
such Valuation Date there shall be added the amount of the
benefit from the Account which the Participant received as a
result of the prior Termination of Employment.

(B) The applicable vested percentage from the vesting schedule
shall be applied to such sum.

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(C) From the result obtained in (B), there shall be subtracted
the amount added to the value of the reinstated Account
under (A).

(5) The amount required to reinstate an Account pursuant to paragraph
(3) as of the last day of a Plan Year shall be provided from the
following sources in the priority indicated:

(A) Amounts forfeited under this subsection (b) for the Plan
Year.

(B) Employer contributions for the Plan Year.

(6) This subsection (b) shall not apply to any Forfeiture Account
which became a Forfeiture pursuant to the provisions of the Plan
or a Merged Plan in effect prior to the adoption of this version
of this subsection. Any such Forfeiture Account shall be disposed
of pursuant to such prior Plan provisions.

(c) If the Participant has had any Recognized Break In Service prior to
the first day of the first Plan Year beginning in 1985, or a
Recognized Break In Service of at least 60 months duration ending on
or after that date, for purposes of determining the vested portion of
the Participant's Accounts attributable to employer contributions
which accrued before such break, Elapsed Time after the break in
service shall not be taken into account.

(d) The benefit under this section shall be paid at the times and in the
manner determined under Article X.

Sec. 9.3 Death. If a Participant's Termination of Employment is the result
of death, his or her Beneficiary shall be entitled to a benefit equal to the
value of all of the Participant's Accounts. Such benefit shall be paid at the
times and in the manner determined under Article X. If a Participant's death
occurs after his or her Termination of Employment, distribution of the balance
of the Participant's Accounts shall be made to the Beneficiary in accordance
with the provisions of Article X.

Sec. 9.4 Loans to Participants. The Company may authorize a loan to an
Active Participant who makes application therefor. Each such loan shall be
subject to the following provisions:

(a) The amount of any loan to a Participant, when added to the balance of
all other loans to the Participant under this Plan and all related
plans which are outstanding on the day on which such loan is made,
shall not exceed the lesser of:

(1) $50,000, reduced by the excess (if any) of (i) the highest
outstanding balance of loans to the Participant from the Plan and
all related plans during the one-year period ending on the day
before the date the loan is made, over (ii) the outstanding
balance of loans to the Participant from the Plan and all related
plans on the date the loan is made; or

(2) 25% of the amount to which the Participant would be entitled in
the event his or her Termination of Employment were to occur on
the date the loan is made.

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For purposes of this section, a related plan is any "qualified
employer plan", as defined in Code section 72(p)(4), sponsored by
the Company or any related employer, determined according to Code
section 72(p)(2)(D).

(b) The minimum amount of any loan shall be $1,000.00. No more than three
loans issued after October 1, 1996 may be outstanding to a Participant
at any time.

(c) Each loan shall be evidenced by the Participant's promissory note
payable to the order of the Funding Agency. Each loan shall be
adequately secured as determined by the Company. A loan shall be
considered adequately secured whenever the outstanding balance does
not exceed the amount in which the Participant would have a vested
interest in the event of his or her Termination of Employment.

(d) The Company shall determine the rate of interest to be paid with
respect to each loan, which shall be a reasonable rate of interest
within the meaning of Code section 4975. The rate shall be based on
the interest rates charged by persons in the business of lending money
in the region in which the Company operates for loans which would be
made under similar circumstances.

(e) Each such loan shall provide for the payment of accrued interest and
for repayment of principal in substantially equal installments not
less frequently than monthly. While the Participant is employed by the
Company, all loans shall be repaid through payroll deductions to the
extent possible. The Participant shall execute any documents required
to authorize such deductions. The Participant may prepay a loan in
full at any time without penalty. Partial prepayments are not
permitted.

(f) Each loan shall extend for a stated period determined by agreement of
the Participant and the Company, not exceeding five years. The
limitation in the preceding sentence shall not apply to any loan
designated by the Company as a home loan. For purposes of this
paragraph, a home loan is a loan used to acquire any dwelling unit
which within a reasonable time is to be used as the principal
residence of the Participant. The duration of home loans shall be
determined by the Company. Notwithstanding the foregoing, all loans
shall become due and payable in full upon the Participant's
Termination of Employment.

(g) Failure to pay any installment of interest or principal when due shall
constitute a default with respect to that payment (subject to any
applicable grace period established by the Company for correcting the
default). Upon any such default, the entire loan balance shall be
declared to be in default to the extent required by applicable
regulations. Events of default shall also include any other events
identified as such in the Participant's note. In the event of a
default on a loan, foreclosure on the note and application of the
Participant's Accounts to satisfy the note will not occur until the
earliest date on which the Participant or Beneficiary could elect to
receive payment of benefits under the Plan. An individual who has
defaulted on any loan may be denied future loans. Loan repayments will
be suspended under this Plan as permitted under Code section 414(u)(4)
(relating to periods of military service).

(h) If a loan to a Participant is outstanding on the date a distribution
is to be made from the Fund with respect to the portion of the
Participant's Account or Accounts represented by the loan, the balance
of the loan, or a portion thereof equal to the amount to be
distributed, if less, shall on such date become due and payable. The
portion of the loan due and payable shall be

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<PAGE>

satisfied by offsetting such amount against the amount to be
distributed to the Participant. Alternatively, the portion of the
Participant's Account or Accounts equal to the outstanding balance on
the loan may be distributed in kind by distribution of the
Participant's note.

(i) If a loan to a Participant is outstanding at the time of the
Participant's death, and if the loan is not repaid by the
Participant's executor or administrator, the note shall be distributed
in kind to the Participant's Beneficiary.

(j) The Company shall administer the loan program under this section and
shall direct the Funding Agency with respect to the making of loans to
Participants, the collection thereof, and all other matters pertaining
thereto. The Funding Agency shall follow such directions to the extent
possible and shall not take any independent action with respect to
such loans. The Funding Agency shall have no responsibility whatsoever
with respect to loans to Participants except to follow the directions
of the Company to the extent possible.

(k) In accordance with the foregoing standards and requirements, loans
shall be available to all Participants on a reasonably equivalent
basis.

(l) All loans shall be governed by such non-discriminatory written rules
as the Company may adopt, which shall be deemed to be a part of this
Plan. Applications for loans shall be filed with the Company on such
forms as the Company may provide for this purpose.

(m) The Company shall cause to be furnished to any Participant receiving a
loan any information required to be furnished pursuant to the Federal
Truth In Lending Act, if applicable, or pursuant to any other
applicable law.

(n) The portion of a Participant's Account or Accounts represented by the
outstanding loan principal shall be segregated for investment
purposes. In lieu of sharing in income or losses on investments of the
Fund, the segregated portion of the Participant's Accounts shall be
credited with all interest paid by the Participant on the loan.
Repayments on a loan shall be reinvested in accordance with the
investment designation in effect under Sec. 7.3 for future
contributions on the date the repayment is received by the Funding
Agency. The Funding Agency may charge to the Participant's Accounts
any expenses attributable to the loan and such portion of the general
expenses of the Fund as the Funding Agency determines in its
discretion to be reasonable. If a Participant's Termination of
Employment results in a transfer to a Forfeiture Account, no portion
of an Account attributable to an outstanding loan may be transferred
to the Forfeiture Account.

(o) The Participant's Accounts shall be liquidated in the following order
to provide the Fund with cash equal to the loan principal:

(1) Employer Profit Sharing Account (to the extent vested).

(2) Special Profit Sharing Account.

(3) 401-K Account.

(4) Rollover Account.

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(p) Solely for purposes of this section, an Active Participant includes
any Participant who has ceased to be a Qualified Employee (or any
Beneficiary of a deceased Participant), who is entitled to a benefit
from the Plan, and who is a "party in interest" as defined in section
3(14) of ERISA.

(q) No loan shall be made to a Participant who is a shareholder-employee
(as defined in Code section 1379(d), as in effect on the day before
the enactment of the Subchapter S Revision Act of 1982) unless a
prohibited transaction exemption for the loan has been obtained from
the Department of Labor.

(r) This Sec. 9.4 applies only to loans made after October 1, 1996. Loans
made prior to that date shall be governed by the Plan provisions and
administrative rules in existence at the time the loan was made,
except to the extent that an amendment made by this section is
required to comply with the Code or ERISA, or with applicable
regulations.

Sec. 9.5 No Withdrawals Prior to Termination of Employment. Participants
are not permitted to receive distributions of benefits from the Plan prior to
their Termination of Employment, except as provided in Sec. 10.1.

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ARTICLE X

DISTRIBUTION OF BENEFITS
------------------------

Sec. 10.1 Time and Method of Payment. The benefit to which a Participant or
Beneficiary may become entitled under Article IX shall be distributed to that
individual at such time as he or she elects, subject to the following:

(a) The distribution may be made at any time after the date as of which
the Participant or Beneficiary becomes entitled to a benefit payment.
All distributions shall be made by payment in a single sum.

(b) Unless the Participant elects otherwise, distribution must be made no
later than the 60th day after the close of the Plan Year in which the
Participant reaches Normal Retirement Age or in which the
Participant's Termination of Employment occurs, whichever is later;
provided, however, that if the amount of the payment to be made cannot
be determined by the later of the aforesaid dates, a payment
retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained.
For purposes of this subsection, the failure of a Participant to elect
to receive a distribution shall be deemed to be an election to defer
distribution of the benefit.

(c) For purposes of this Sec. 10.1, the distribution must be made by the
Participant's "required beginning date", which is April 1 of the
calendar year following the later of (i) the calendar year in which
the Participant attained age 70 1/2, or (ii) the calendar year in
which the Participant's Termination of Employment occurs. However,
clause (ii) of the previous sentence does not apply to any Participant
who is a more than 5-percent owner of the Company (as defined in Code
section 416) with respect to the Plan Year ending in the calendar year
in which the Participant attains age 70 1/2. Notwithstanding the
foregoing, any Participant who reaches age 70 1/2 during or after 1996
but prior to 1999 and continues in the employ of the Company may elect
to receive a lump sum distribution of the Participant's entire benefit
on any date on or after the April 1 following the calendar year in
which the Participant reached age 70 1/2 and prior to Termination of
Employment by filing a written election with the Company at least 10
days prior to the date the distribution is to occur; provided,
however, that this sentence applies only to the extent this option is
required to be made available to the Participant to comply with Code
section 411(d)(6) and applicable Treasury regulations.

(d) If the Participant dies before receiving the distribution and before
the date that the distribution was required to occur under subsection
(c), the Participant's Accounts shall be distributed to the
Beneficiary not later than December 31 of the year containing the
fifth anniversary of the Participant's death; provided, however, that
if the designated Beneficiary is the surviving spouse of the
Participant, the payment may be made any time on or before the later
of (i) December 31 of the year in which the Participant would have
reached age 70 1/2, or (ii) December 31 of the year following the year
in which the Participant's death occurred. If a surviving spouse who
is entitled to benefits under this subsection dies before the
distribution to the surviving spouse has been made, this subsection
(other than the special exception which applies to a designated
Beneficiary who is the surviving spouse of the Participant) shall be
applied as if the surviving spouse were the Participant, with the date
of death of the surviving spouse being substituted for the date of
death of the Participant.

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<PAGE>

(e) If more than one Beneficiary is entitled to benefits following the
Participant's death, the interest of each Beneficiary shall be
segregated into a separate Account for purposes of applying this
section.

(f) For purposes of this section, "designated Beneficiary" means any
individual who is a Beneficiary pursuant to Article VIII.

(g) Notwithstanding the foregoing, distributions may be made to any
Participant or Beneficiary pursuant to any designation made prior to
January 1, 1984 which satisfied all the requirements of Section
242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982, as
in effect on January 1, 1984, and the regulations thereunder;
provided, however, that any designation of Beneficiary included as a
part of such designation must comply with the spousal consent
requirements under Sec. 8.2.

(h) Notwithstanding the foregoing, if the total vested value of the
Accounts of a Participant (or a Beneficiary following the
Participant's death) is $3,500 or less on the Valuation Date
coincident with or immediately following the date the Participant's
Termination of Employment or death occurs, a single-sum distribution
shall be made to the Participant (or Beneficiary) as of the earliest
date permitted by the Plan. However, this subsection shall not apply
to a Participant if the total vested value of the Participant's
Accounts exceeded $3,500 at the time any previous distribution was
made to the Participant.

(i) Notwithstanding any provision of the Plan to the contrary,
distributions under this section shall be made in accordance with the
requirements of Code section 401(a)(9), including the incidental death
benefit requirements of Code section 401(a)(9)(G) and the regulations
thereunder. No distribution option otherwise permitted under this Plan
will be available to a Participant or Beneficiary if such distribution
option does not meet the requirements of Code section 401(a)(9),
including subparagraph (G) thereof.

(j) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election, a distributee may elect, at
the time and in the manner prescribed by the Company, to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover. For purposes of this subsection:

(1) An "eligible rollover distribution" is any distribution of all or
any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include
any distribution to the extent such distribution is required
under Code section 401(a)(9), and the portion of any distribution
that is not includible in gross income.

(2) An "eligible retirement plan" is an individual retirement account
described in Code section 408(a), an individual retirement
annuity described in Code section 408(b), an annuity plan
described in Code section 403(a), or a qualified trust described
in Code section 401(a), that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.

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<PAGE>

(3) A "distributee" includes a Participant or former Participant. In
addition, the Participant's or former Participant's surviving
spouse and the Participant's or former Participant's spouse or
former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code section 414(p), are
distributees with regard to the interest of the spouse or former
spouse.

(4) A "direct rollover" is a payment by the Plan to the eligible
retirement plan specified by the distributee.

Sec. 10.2 Distribution In Cash Only. Distributions will be made in cash
only, except as otherwise provided in Sec. 9.4.

Sec. 10.3 Accounting Following Termination of Employment. The benefit to
which a Participant or Beneficiary is entitled shall initially be based on the
value of the Participant's Accounts as of the Valuation Date coinciding with or
immediately following the date the Participant's Termination of Employment or
death occurs, as provided in Article IX. If distribution of a benefit is
deferred or delayed for any reason, the undistributed Accounts shall continue to
be revalued as of each Valuation Date as provided in Article VII. Payments shall
be made as of a Valuation Date determined by the Funding Agency which occurs
within a reasonable time following the date the Participant (or Beneficiary
following the Participant's death) files the request for payment with the
Company or its designated agent, and the amount of the payment shall be equal to
the value on said Valuation Date.

Sec. 10.4 Reemployment. Except where distributions are required under Sec.
10.1, entitlement to a distribution from the Fund shall cease upon reemployment
of a Participant in a regular position by the Company, and shall recommence in
accordance with the provisions of this Article upon the Participant's subsequent
Termination of Employment.

Sec. 10.5 Source of Benefits. All benefits to which persons become entitled
hereunder shall be provided only out of the Fund and only to the extent that the
Fund is adequate therefor. No benefits are provided under the Plan except those
expressly described herein.

Sec. 10.6 Incompetent Payee. If in the opinion of the Company a person
entitled to payments hereunder is disabled from caring for his or her affairs
because of mental or physical condition, or age, payment due such person may be
made to such person's guardian, conservator, or other legal personal
representative upon furnishing the Company with evidence satisfactory to the
Company of such status. Prior to the furnishing of such evidence, the Company
may cause payments due the person under disability to be made, for such person's
use and benefit, to any person or institution then in the opinion of the Company
caring for or maintaining the person under disability. The Company shall have no
liability with respect to payments so made. The Company shall have no duty to
make inquiry as to the competence of any person entitled to receive payments
hereunder.

Sec. 10.7 Benefits May Not Be Assigned or Alienated. Except as otherwise
expressly permitted by the Plan or required by law, the interests of persons
entitled to benefits under the Plan may not in any manner whatsoever be assigned
or alienated, whether voluntarily or involuntarily, or directly or indirectly.
However, the Plan shall comply with the provisions of any court order which the
Company determines is a qualified domestic relations order as defined in Code
section 414(p). Notwithstanding any provisions in the Plan to the contrary, an
individual who is entitled to payments from the Plan as an "alternate payee"
pursuant to a qualified domestic relations order may receive a lump sum payment
from the Plan as soon as administratively feasible after the Valuation Date
coincident with or next following

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<PAGE>

the date of the Company's determination that the order is a qualified domestic
relations order, unless the order specifically provides for payment to be made
at a later time.

Sec. 10.8 Payment of Taxes. The Funding Agency may pay any estate,
inheritance, income, or other tax, charge, or assessment attributable to any
benefit payable hereunder which in the Funding Agency's opinion it shall be or
may be required to pay out of such benefit. The Funding Agency may require,
before making any payment, such release or other document from any taxing
authority and such indemnity from the intended payee as the Funding Agency shall
deem necessary for its protection.

Sec. 10.9 Conditions Precedent. No person shall be entitled to a benefit
hereunder until his or her right thereto has been finally determined by the
Company nor until the person has submitted to the Company relevant data
reasonably requested by the Company, including, but not limited to, proof of
birth or death.

Sec. 10.10 Company Directions to Funding Agency. The Company shall issue
such written directions to the Funding Agency as are necessary to accomplish
distributions to the Participants and Beneficiaries in accordance with the
provisions of the Plan.

Sec. 10.11 Effect on Unemployment Compensation. For purposes of any
unemployment compensation law, a distribution hereunder in one sum to the extent
attributable to employer contributions, shall be considered to be a severance
payment and shall be allocated over a period of weeks equal to the one sum
payment divided by the employee's regular weekly pay while employed by the
Company, which period shall commence immediately following the employee's
Termination of Employment.

Sec. 10.12 Special Distribution Events. Notwithstanding anything herein to
the contrary, if the agreement between the buyer and the seller in one of the
following types of transaction provides that distributions are to be made to
affected Participants, each such Participant shall receive a distribution of his
or her vested Account balance as soon as administratively feasible after either
of the following events:

(a) The disposition by the Company to an unrelated corporation of
substantially all of the assets (within the meaning of Code section
409(d)(2)) used in a trade or business of the Company if the Company
continues to maintain this Plan after the disposition, but only with
respect to employees who continue employment with the corporation
acquiring such assets.

(b) The disposition by the Company or by an Affiliate to an unrelated
entity of such corporation's interest in a subsidiary (within the
meaning of Code section 409(d)(3)) if such corporation continues to
maintain this Plan, but only with respect to employees who continue
employment with such subsidiary.

All distributions under this section are subject to any applicable consent
requirements under Sec. 10.1. In addition, distributions under this section must
be made in a lump sum.

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ARTICLE XI

FUND
----

Sec. 11.1 Composition. All sums of money and all securities and other
property received by the Funding Agency for purposes of the Plan, together with
all investments made therewith, the proceeds thereof, and all earnings and
accumulations thereon, and the part from time to time remaining shall constitute
the "Fund". The Company may cause the Fund to be divided into any number of
parts for investment purposes or any other purposes necessary or advisable for
the proper administration of the Plan.

Sec. 11.2 Funding Agency. The Fund may be held and invested as one fund or
may be divided into any number of parts for investment purposes. Each part of
the Fund, or the entire Fund if it is not divided into parts for investment
purposes, shall be held and invested by one or more trustees or by an insurance
company. The trustee or trustees or the insurance company so acting with respect
to any part of the Fund is referred to herein as the Funding Agency with respect
to such part of the Fund. The selection and appointment of each Funding Agency
shall be made by the Company. The Company shall have the right at any time to
remove a Funding Agency and appoint a successor thereto, subject only to the
terms of any applicable trust agreement or group annuity contract. The Company
shall have the right to determine the form and substance of each trust agreement
and group annuity contract under which any part of the Fund is held, subject
only to the requirement that they are not inconsistent with the provisions of
the Plan. Any such trust agreement may contain provisions pursuant to which the
trustee will make investments on direction of a third party. As of January 1,
1997, the assets of the Plan were held under the WICOR, Inc. Employees' Savings
Plan Master Trust.

Sec. 11.3 Compensation and Expenses of Funding Agency. The Funding Agency
shall be entitled to receive such reasonable compensation for its services as
may be agreed upon with the Company. The Funding Agency shall also be entitled
to reimbursement for all reasonable and necessary costs, expenses, and
disbursements incurred by it in the performance of its services. Such
compensation and reimbursements shall be paid from the Fund if not paid directly
by the Company.

Sec. 11.4 Funding Policy. The Company shall adopt a procedure, and revise
it from time to time as it shall consider advisable, for establishing and
carrying out a funding policy and method consistent with the objectives of the
Plan and the requirements of ERISA. It shall advise each Funding Agency of the
funding policy in effect from time to time.

Sec. 11.5 Securities and Property of the Company. An agreement with a
Funding Agency may provide that all or any part of the Fund may be invested in
qualifying employer securities or qualifying employer real property, as those
terms are used in ERISA; provided, however, that the Company shall take any
steps necessary to assure that investments in securities of the Company or any
trade or business entity directly or indirectly controlling, controlled by, or
under Common Control with the Company do not exceed those that can be acquired
by that part of the Fund attributable to contributions by the Company (other
than Salary Reduction Contributions), as distinguished from that part of the
Fund, if any, attributable to contributions by Participants or Salary Reduction
Contributions, unless there has been compliance with any applicable securities
laws. If qualifying employer securities or qualifying employer real property are
purchased or sold as an investment of the Fund from or to a disqualified person
or party in interest, as those terms are used in ERISA, and if there is no
generally recognized market for such securities or property, the purchase shall
be for not more than fair market

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value and the sale shall be for not less than fair market value, as determined
in good faith by the Company or other Named Fiduciary assigned such function, or
if such assets are held in trust and the trust agreement so provides, as
determined in good faith by the trustee.

Sec. 11.6 No Diversion. The Fund shall be for the exclusive purpose of
providing benefits to Participants under the Plan and their beneficiaries and
defraying reasonable expenses of administering the Plan. Such expenses may
include premiums for the bonding of Plan officials required by ERISA. No part of
the corpus or income of the Fund may be used for, or diverted to, purposes other
than for the exclusive benefit of employees of the Company or their
beneficiaries. Notwithstanding the foregoing:

(a) If any contribution or portion thereof is made by the Company by a
mistake of fact, the Funding Agency shall, upon written request of the
Company, return such contribution or portion thereof to the Company
within one year after the payment of the contribution to the Funding
Agency; however, earnings attributable to such contribution or portion
thereof shall not be returned to the Company but shall remain in the
Fund, and the amount returned to the Company shall be reduced by any
losses attributable to such contribution or portion thereof.

(b) Contributions by the Company are conditioned upon initial
qualification of the Plan or each Merged Plan under Code section
401(a). If an adverse determination letter is received from the
Internal Revenue Service with respect to such initial qualification,
the Funding Agency shall, upon written request of the Company, return
the amount of such contribution to the Company within one year after
the date of denial of qualification of the Plan. For this purpose, the
amount to be so returned shall be the contributions actually made,
adjusted for the investment experience of, and any expenses chargeable
against, the portion of the Fund attributable to the contributions
actually made.

(c) Contributions by the Company are conditioned upon the deductibility of
each contribution under Code section 404. To the extent the deduction
is disallowed, the Funding Agency shall return such contribution to
the Company within one year after the disallowance of the deduction;
however, earnings attributable to such contribution (or disallowed
portion thereof) shall not be returned to the Company but shall remain
in the Fund, and the amount returned to the Company shall be reduced
by any losses attributable to such contribution (or disallowed portion
thereof).

In the case of any such return of contribution the Company shall cause such
adjustments to be made to the Accounts of Participants as it considers fair and
equitable under the circumstances resulting in the return of such contribution.

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ARTICLE XII

ADMINISTRATION OF PLAN
----------------------

Sec. 12.1 Administration by Company. The Company is the "administrator" of
the Plan for purposes of ERISA. Except as expressly otherwise provided herein,
the Company shall control and manage the operation and administration of the
Plan and make all decisions and determinations incident thereto. In carrying out
its Plan responsibilities, the Company shall have discretionary authority to
construe the terms of the Plan. Except in cases where the Plan expressly
provides to the contrary, action on behalf of the Company may be taken by any of
the following:

(a) The Board.

(b) The chief executive officer of the Company.

(c) Any person or persons, natural or otherwise, or committee, to whom
responsibilities for the operation and administration of the Plan are
allocated by the Company, by resolution of the Board or by written
instrument executed by the chief executive officer of the Company and
filed with its permanent records, but action of such person or persons
or committee shall be within the scope of said allocation.

Sec. 12.2 Certain Fiduciary Provisions. For purposes of the Plan:

(a) Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.

(b) A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
pursuant to the provisions of the Plan, may employ one or more persons
to render advice with regard to any responsibility such fiduciary has
under the Plan.

(c) To the extent permitted by any applicable trust agreement or group
annuity contract a Named Fiduciary with respect to control or
management of the assets of the Plan may appoint an investment manager
or managers, as defined in ERISA, to manage (including the power to
acquire and dispose of) any assets of the Plan.

(d) At any time the Plan has more than one Named Fiduciary, if pursuant to
the Plan provisions fiduciary responsibilities are not already
allocated among such Named Fiduciaries, the Company, by action of the
Board or its chief executive officer, may provide for such allocation;
except that such allocation shall not include any responsibility, if
any, in a trust agreement to manage or control the assets of the Plan
other than a power under the trust agreement to appoint an investment
manager as defined in ERISA.

(e) Unless expressly prohibited in the appointment of a Named Fiduciary
which is not the Company acting as provided in Sec. 12.1, such Named
Fiduciary by written instrument may designate a person or persons
other than such Named Fiduciary to carry out any or all of the
fiduciary responsibilities under the Plan of such Named Fiduciary;
except that such designation shall not include any responsibility, if
any, in a trust agreement to manage or control the assets of the Plan
other than a power under the trust agreement to appoint an investment
manager as defined in ERISA.

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(f) A person who is a fiduciary with respect to the Plan, including a
Named Fiduciary, shall be recognized and treated as a fiduciary only
with respect to the particular fiduciary functions as to which such
person has responsibility.

Each Named Fiduciary (other than the Company), each other fiduciary, each person
employed pursuant to (b) above, and each investment manager shall be entitled to
receive reasonable compensation for services rendered, or for the reimbursement
of expenses properly and actually incurred in the performance of their duties
with the Plan and to payment therefor from the Fund if not paid directly by the
Company. Notwithstanding the foregoing, no person so serving who already
receives full-time pay from any employer or association of employers whose
employees are Participants, or from an employee organization whose members are
Participants, shall receive compensation from the Plan, except for reimbursement
of expenses properly and actually incurred.

Sec. 12.3 Discrimination Prohibited. No person or persons in exercising
discretion in the operation and administration of the Plan shall discriminate in
favor of Highly Compensated Employees.

Sec. 12.4 Evidence. Evidence required of anyone under this Plan may be by
certificate, affidavit, document, or other instrument which the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made,
or presented to the proper party.

Sec. 12.5 Correction of Errors. It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Company or Funding Agency. The Company shall have power to cause such
equitable adjustments to be made to correct for such errors as the Company in
its discretion considers appropriate. Such adjustments shall be final and
binding on all persons. Any return of a contribution due to a mistake in fact
will be subject to Sec. 11.6.

Sec. 12.6 Records. The Company, each fiduciary with respect to the Plan,
and each other person performing any functions in the operation or
administration of the Plan or the management or control of the assets of the
Plan shall keep such records as may be necessary or appropriate in the discharge
of their respective functions hereunder, including records required by ERISA or
any other applicable law. Records shall be retained as long as necessary for the
proper administration of the Plan and at least for any period required by ERISA
or other applicable law.

Sec. 12.7 General Fiduciary Standard. Each fiduciary shall discharge its
duties with respect to the Plan solely in the interests of Participants and
their beneficiaries and with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims.

Sec. 12.8 Prohibited Transactions. A fiduciary with respect to the Plan
shall not cause the Plan to engage in any prohibited transaction within the
meaning of ERISA.

Sec. 12.9 Claims Procedure. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to any Participant or beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant and
shall

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afford a reasonable opportunity to a claimant whose claim for benefits has been
denied for a full and fair review by the appropriate Named Fiduciary of the
decision denying the claim.

Sec. 12.10 Bonding. Plan personnel shall be bonded to the extent required
by ERISA. Premiums for such bonding may, in the sole discretion of the Company,
be paid in whole or in part from the Fund. Such premiums may also be paid in
whole or in part by the Company. The Company may provide by agreement with any
person that the premium for required bonding shall be paid by such person.

Sec. 12.11 Waiver of Notice. Any notice required hereunder may be waived by
the person entitled thereto.

Sec. 12.12 Agent For Legal Process. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.

Sec. 12.13 Indemnification. In addition to any other applicable provisions
for indemnification, the Company agrees to indemnify and hold harmless, to the
extent permitted by law, each director, officer, and employee of the Company
against any and all liabilities, losses, costs, or expenses (including legal
fees) of whatsoever kind and nature which may be imposed on, incurred by, or
asserted against such person at any time by reason of such person's services as
a fiduciary in connection with the Plan, but only if such person did not act
dishonestly, or in bad faith, or in willful violation of the law or regulations
under which such liability, loss, cost, or expense arises.

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ARTICLE XIII

AMENDMENT, TERMINATION, MERGER
------------------------------

Sec. 13.1 Amendment. Subject to the non-diversion provisions of Sec. 11.6,
the Company, by action of the Board, or by written action of a person so
authorized by resolution of the Board, may amend the Plan at any time and from
time to time. No action by a person other than the Board shall be an amendment
of the Plan unless it specifically references the Plan and states that it alters
the terms or conditions of the Plan. No amendment of the Plan shall have the
effect of changing the rights, duties, and liabilities of any Funding Agency
without its written consent. Also, no amendment shall divest a Participant or
Beneficiary of Accounts accrued prior to the amendment or decrease a
Participant's accrued benefit except to the extent permitted by Code section
411(d)(6).

(a) Promptly upon adoption of any amendment to the Plan, the Company will
furnish a copy of the amendment, together with a certificate
evidencing its due adoption, to each Funding Agency then acting.

(b) If an amendment to the Plan changes the vesting schedule of the Plan,
each Participant having not less than three years of service by the
end of the election period with respect to such amendment shall be
permitted within such election period to elect to have his or her
vested percentage computed under the Plan without regard to such
amendment. Each election shall be made in writing by filing with the
Company within the election period a form available from the Company
for the purpose. The election period shall be a reasonable period
determined by the Company commencing not later than the date the
amendment is adopted and shall be in conformance with any applicable
regulation prescribed by the Secretary of Labor or the Secretary of
the Treasury. Notwithstanding the foregoing, no election need be
provided for any Participant whose vested percentage under the Plan,
as amended, cannot at any time be less than the vested percentage
determined without regard to such amendment.

Sec. 13.2 Permanent Discontinuance of Contributions. The Company, by action
of the Board, may completely discontinue contributions in support of the Plan.
In such event, notwithstanding any provisions of the Plan to the contrary, (i)
no employee shall become a Participant after such discontinuance, (ii) any then
existing Forfeiture Account of a Participant shall revert to its prior status as
an Employer Profit Sharing Account and be nonforfeitable, and (iii) the Accounts
of each Participant in the employ of the Company at the time of such
discontinuance shall be nonforfeitable. Subject to the foregoing, all of the
provisions of the Plan shall continue in effect, and upon entitlement thereto
distributions shall be made in accordance with the provisions of Article X.

Sec. 13.3 Termination. The Company, by action of the Board, may terminate
the Plan. After such termination no employee shall become a Participant, no
further contributions shall be made, and any then existing Forfeiture Account of
a Participant shall revert to its prior status as an Employer Profit Sharing
Account and be nonforfeitable. The Accounts of each Participant in the employ of
the Company at the time of such termination shall be nonforfeitable, the
Participant shall be entitled to a benefit equal to the value of those Accounts
determined as of the Valuation Date coincident with or next following the
termination of the Plan, distributions shall be made to Participants and
Beneficiaries promptly after the termination of the Plan, but not before the
earliest date permitted under the Code and applicable regulations, and the Plan
and any related trust agreement or group annuity contract shall continue in
force for the purpose of making such distributions.

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<PAGE>

Sec. 13.4 Partial Termination. If there is a partial termination of the
Plan, either by operation of law, by amendment of the Plan, or for any other
reason, which partial termination shall be confirmed by the Company, any then
existing Forfeiture Account of a Participant (who was in the classification of
employees with respect to which the partial termination occurs) shall revert to
its prior status as an Employer Profit Sharing Account and be nonforfeitable,
and the Accounts of each Participant with respect to whom the partial
termination applies shall be nonforfeitable. Subject to the foregoing, all of
the provisions of the Plan shall continue in effect as to each such Participant,
and upon entitlement thereto distributions shall be made in accordance with the
provisions of Article X.

Sec. 13.5 Merger, Consolidation, or Transfer of Plan Assets. In the case of
any merger or consolidation of the Plan with any other plan, or in the case of
the transfer of assets or liabilities of the Plan to any other plan, provision
shall be made so that each Participant and Beneficiary would (if such other plan
then terminated) receive a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated). No such merger, consolidation, or
transfer shall be effected until such statements with respect thereto, if any,
required by ERISA to be filed in advance thereof have been filed.

Sec. 13.6 Deferral of Distributions. Notwithstanding any provisions of the
Plan to the contrary, in the case of a complete discontinuance of contributions
to the Plan or of a complete or partial termination of the Plan, the Company or
the Funding Agency may defer any distribution of benefit payments to
Participants and Beneficiaries with respect to which such discontinuance or
termination applies (except for distributions which are required to be made
under Sec. 10.1) until after the following have occurred:

(a) Receipt of a final determination from the Treasury Department or any
court of competent jurisdiction regarding the effect of such
discontinuance or termination on the qualified status of the Plan
under Code section 401(a).

(b) Appropriate adjustment of Accounts to reflect taxes, costs, and
expenses, if any, incident to such discontinuance or termination.

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ARTICLE XIV

TOP-HEAVY PLAN PROVISIONS
-------------------------

Sec. 14.1 Key Employee Defined. "Key Employee" means any employee or former
employee of the employer who at any time during the determination period was an
officer of the employer or is deemed to have had an ownership interest in the
employer and who is within the definition of key employee in Code section
416(i). "Non-Key Employee" means any employee who is not a Key Employee.

Sec. 14.2 Determination of Top-Heavy Status. The top-heavy status of the
Plan shall be determined according to Code section 416 and the regulations
thereunder, using the following standards and definitions:

(a) The Plan is a Top-Heavy Plan for a Plan Year commencing after 1983 if
either of the following applies:

(1) If this Plan is not part of a required aggregation group and the
top-heavy ratio for this Plan exceeds 60 percent.

(2) If this Plan is part of a required aggregation group of plans and
the top-heavy ratio for the group of plans exceeds 60 percent.

Notwithstanding paragraphs (1) and (2) above, the Plan is not a
Top-Heavy Plan with respect to a Plan Year if it is part of a
permissive aggregation group of plans for which the top-heavy
ratio does not exceed 60 percent.

(b) The "top-heavy ratio" shall be determined as follows:

(1) If the employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and has not
maintained any defined benefit plan which during the 5-year
period ending on the determination date has or has had accrued
benefits, the top-heavy ratio for this Plan or for the required
or permissive aggregation group (as appropriate) is a fraction,
the numerator of which is the sum of the account balances of all
Key Employees under the Plan or plans as of the determination
date (including any part of any account balance distributed in
the five-year period ending on the determination date), and the
denominator of which is the sum of the account balances
(including any part of any account balance distributed in the
five-year period ending on the determination date) of all
employees under the Plan or plans as of the determination date.
Both the numerator and denominator of the top-heavy ratio shall
be increased to reflect any contribution not actually made as of
the determination date but which is required to be taken into
account on that date under Code section 416 and the regulations
thereunder.

(2) If the employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and maintains or
has maintained one or more defined benefit plans which during the
5-year period ending on the determination date has or has had any
accrued benefits, the top-heavy ratio for any required or
permissive aggregation group (as appropriate), is a fraction, the
numerator of which is the sum of

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the account balances of all Key Employees under the aggregated
defined contribution plan or plans, determined according to
paragraph (1) above, and the present value of accrued benefits of
all Key Employees under the defined benefit plan or plans as of
the determination date, and the denominator of which is the sum
of such account balances of all employees under the aggregated
defined contribution plan or plans and the present value of
accrued benefits of all employees under the defined benefit plan
or plans as of the determination date. The account balances and
accrued benefits in both the numerator and denominator of the
top-heavy ratio shall be adjusted to reflect any distributions
made in the five-year period ending on the determination date and
any contributions due but unpaid as of the determination date.

(3) For purposes of paragraphs (1) and (2), the value of account
balances and the present value of accrued benefits will be
determined as of the most recent valuation date that falls within
the 12-month period ending on the determination date, except as
provided in Code section 416 and the regulations thereunder for
the first and second plan years of a defined benefit plan. The
account balances and accrued benefits of an employee (i) who is
not a Key Employee but who was a Key Employee in a prior year, or
(ii) who has not been credited with at least one hour of service
with any employer maintaining the Plan at any time during the
5-year period ending on the determination date, will be
disregarded. The calculation of the top-heavy ratio and the
extent to which distributions, rollovers, and transfers are taken
into account will be made in accordance with Code section 416 and
the regulations thereunder. When aggregating plans, the value of
account balances and accrued benefits will be calculated with
reference to the determination dates that fall within the same
calendar year.

(c) "Required aggregation group" means (i) each qualified plan of the
employer in which at least one Key Employee participates in the Plan
Year containing the determination date, or any of the four preceding
Plan Years, and (ii) any other qualified plan of the employer that
enables a plan described in (i) to meet the requirements of Code
sections 401(a)(4) or 410.

(d) "Permissive aggregation group" means the required aggregation group of
plans plus any other plan or plans of the employer which, when
consolidated as a group with the required aggregation group, would
continue to satisfy the requirements of Code sections 401(a)(4) and
410.

(e) "Determination date" means, for any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of that year is the determination date.

(f) The "determination period" for a Plan Year is the Plan Year in which
the applicable determination date occurs and the four preceding Plan
Years.

(g) The "valuation date" is the last day of each Plan Year and is the date
as of which account balances or accrued benefits are valued for
purposes of calculating the top-heavy ratio.

(h) For purposes of establishing the "present value" of benefits under a
defined benefit plan to compute the top-heavy ratio, any benefit shall
be discounted only for mortality and interest based on the interest
rate and mortality table specified in the defined benefit plan for
this purpose.

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<PAGE>

(i) If an individual has not performed services for the employer at any
time during the five-year period ending on the determination date with
respect to a Plan Year, any account balance or accrued benefit for
such individual shall not be taken into account for such Plan Year.
This subsection shall apply only to Plan Years commencing after
December 31, 1984.

(j) For purposes of determining if a defined benefit plan included in a
required aggregation group of which this Plan is a part is a Top-Heavy
Plan, the accrued benefit to any employee (other than a Key Employee)
shall be determined as follows:

(1) Under the method which is used for accrual purposes under all
defined benefit plans maintained by the employer.

(2) If there is no method described in paragraph (1), as if such
benefit accrued not more rapidly than the lowest accrual rate
permitted under Code section 411(b)(1)(C).

Sec. 14.3 Minimum Contribution Requirement. For any Plan Year with respect
to which the Plan is a Top-Heavy Plan, the employer contributions and
Forfeitures allocated to each Active Participant who is not a Key Employee and
whose Termination of Employment has not occurred prior to the end of such Plan
Year shall not be less than the minimum amount determined in accordance with the
following:

(a) The minimum amount shall be the amount equal to that percentage of the
Participant's Compensation for the Plan Year which is the smaller of:

(1) 3 percent.

(2) The percentage which is the largest percentage of Compensation
allocated to any Key Employee from employer contributions and
Forfeitures for such Plan Year.

For purposes of this section, "Compensation" means the amounts
specified in Sec. 6.1(f), subject to the limitation in Sec.
2.6(d).

(b) For purposes of this section, any employer contribution attributable
to a salary reduction or similar arrangement shall be taken into
account with respect to any Plan Year commencing after 1984. For Plan
Years commencing after 1988, any employer contribution attributable to
a salary reduction or similar arrangement (including Salary Reduction
Contributions under this Plan) may not be used to satisfy the minimum
amount of employer contributions which must be allocated under
subsection (a).

(c) This section shall not apply to any Participant who is covered under
any other plan of the employer under which the minimum contribution or
minimum benefit requirement applicable to Top-Heavy Plans will be
satisfied.

Sec. 14.4 Vesting Schedule. If the Plan is a Top-Heavy Plan, a
Participant's vested accrued benefit under the Plan derived from employer
contributions shall be the greater of the vested accrued benefit attributable to
such contributions determined under Sec. 9.2 or the vested accrued benefit
determined under the following subsections:

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<PAGE>

(a) Subject to the following subsections, the vested percentage applied to
the Participant's Accounts attributable to employer contributions
shall be determined from the following table:

Full Years of Elapsed Time Vested Percentage
-------------------------- -----------------

Less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%

(b) Years of Elapsed Time for purposes of this section shall be as defined
in Sec. 3.4.

(d) If the Plan ceases to be a Top-Heavy Plan and continues to be a
non-Top-Heavy Plan until the Participant's Termination of Employment,
the Participant's Accounts attributable to employer contributions for
purposes of this section shall not include the portion of such
Accounts attributable to employer contributions for periods after such
cessation. However, for purposes of Sec. 13.1(b), the vesting schedule
of the Plan shall be deemed to have been amended effective as of the
first day of the Plan Year following the last Plan Year for which the
Plan was a Top-Heavy Plan.

Sec. 14.5 Participation under Defined Benefit Plan and Defined Contribution
Plan. If a Participant is also a participant in a defined benefit plan
maintained by the employer, with respect to any Plan Year for which the Plan is
a Top-Heavy Plan, Sec. 6.1(d) shall be applied:

(a) By substituting "1.0" for "1.25" in paragraphs (2)(B) and (3)(B) of
Code section 415(e).

(b) By substituting "$41,500" for "$51,875" in Code section
415(e)(6)(B)(i).

The foregoing provisions of this section shall be suspended with respect to any
individual so long as there are no employer contributions, forfeitures, or
voluntary nondeductible contributions allocated to such individual, and no
defined benefit plan accruals for such individual, either under this Plan or
under any other plan that is in a required aggregation group of plans, within
the meaning of Code section 416(g)(2)(A)(i), that includes this Plan.

Sec. 14.6 Definition of Employer. For purposes of this Article XIV, the
term "employer" means the Company and any trade or business entity under Common
Control with the Company.

Sec. 14.7 Exception For Collective Bargaining Unit. Sections 14.3, and 14.4
shall not apply with respect to any employee included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more employers
if there is evidence that retirement benefits were the subject of good faith
bargaining between such employee representative and such employer or employers.

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ARTICLE XV

MISCELLANEOUS PROVISIONS
------------------------

Sec. 15.1 Insurance Company Not Responsible for Validity of Plan. No
insurance company that issues a contract under the Plan shall have any
responsibility for the validity of the Plan. An insurance company to which an
application may be submitted hereunder may accept such application and shall
have no duty to make any investigation or inquiry regarding the authority of the
applicant to make such application or any amendment thereto or to inquire as to
whether a person on whose life any contract is to be issued is entitled to such
contract under the Plan.

Sec. 15.2 Headings. Headings at the beginning of articles and sections
hereof are for convenience of reference, shall not be considered a part of the
text of the Plan, and shall not influence its construction.

Sec. 15.3 Capitalized Definitions. Capitalized terms used in the Plan shall
have their meaning as defined in the Plan unless the context clearly indicates
to the contrary.

Sec. 15.4 Gender. Any references to the masculine gender include the
feminine and vice versa.

Sec. 15.5 Use of Compounds of Word "Here". Use of the words "hereof",
"herein", "hereunder", or similar compounds of the word "here" shall mean and
refer to the entire Plan unless the context clearly indicates to the contrary.

Sec. 15.6 Construed as a Whole. The provisions of the Plan shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.

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<PAGE>

Certificate of Officer
of
Hypro Corporation

Pursuant to the authority delegated by the Board of Directors of Hypro
Corporation in resolutions dated December 31, 1999, the undersigned hereby
amends the Hypro Corporation 401(k) and Profit Sharing Plan effective February
1, 2000 by adding a new Sec. 1.9 at the end of Article I. of the Plan to read as
follows:

Sec. 1.9 Participation by Precision Fitting & Valve Employees.
Precision Fitting & Valve, Inc., a Minnesota corporation (hereinafter,
"Precision") shall become a participating employer in this Plan
effective February 1, 2000, subject to the following:

(a) References to the "Company" in this Plan which relate solely
to the Company's status as the employer of Participants (and
not to the Company's status as Plan Administrator or Plan
Sponsor) shall be deemed to include Precision for periods on
or after February 1, 2000.

(b) In the case of an individual employed by Precision on
February 1, 2000, the individual's service with Precision
prior to that date shall be deemed to have been service with
the Company for purposes of determining the individual's
eligibility to participate under Sec. 4.2(a), for purposes
of determining the individual's "Full Years of Elapsed Time"
in applying the vesting schedule in Sec. 9.2(a), and for
purposes of determining eligibility to share in Profit
Sharing Contributions for 2000 under Sec. 5.2(a)(2).
February 1, 2000 is the earliest Entry Date on which an
employee of Precision can become a Participant in this Plan.

(c) Contributions under Sec. 5.1 by a Participant who is an
employee of Precision may be made with respect to paychecks
issued on or after February 3, 2000, provided the
Participant filed the election to contribute prior to the
election deadline established by the Company for the
particular pay date. For purposes of determining allocations
of any Profit Sharing Contributions under Sec. 5.2(b) for
the 2000 Plan Year for an individual who was employed by
Precision on February 1, 2000, the individual's Certified
Earnings for 2000 shall be determined by assuming that the
individual was a Qualified Employee during January of 2000.

Dated: January ___, 2000 HYPRO CORPORATION

By ________________________________
Its Chief Financial Officer
<PAGE>

Certificate of Officer
of
Hypro Corporation

Pursuant to the authority delegated by the Board of Directors of Hypro
Corporation in resolutions dated December 31, 1999, the undersigned hereby
amends the Hypro Corporation 401(k) and Profit Sharing Plan effective February
1, 2000 by adding a new subsection (e) at the end of Sec. 7.5 of the Plan to
read as follows:

(e) Notwithstanding the requirement in the first sentence of
this section that Rollover Contributions be made only in
cash, if a Qualified Employee became an employee of the
Company or an Affiliate as the result of a merger, an
acquisition by the Company of the stock of another employer,
or the purchase by the Company of the assets of a trade or
business of another employer, and if the employee elects a
direct rollover to this Plan pursuant to Code section
401(a)(31) of the employee's benefit under a qualified
defined contribution plan of the previous employer, the
Rollover Contribution may include the transfer to this Plan
of any loan outstanding to the employee under the previous
employer's plan; provided that the loan satisfies the
requirements for such loans under the Internal Revenue Code,
the loan has not yet become taxable to the employee, and the
Rollover Contribution is elected within six months after the
date of the merger, acquisition or purchase. Upon such
transfer, the loan shall become subject to the provisions of
Sec. 9.4 and any loan administration rules established by
the Company. The Company may require the employee to sign a
replacement promissory note or issue to the employee a new
amortization schedule for the loan; provided, however, that
the payment period for the loan may not be extended.

Dated: _____________, 2000 HYPRO CORPORATION

By ________________________________
Its Chief Financial Officer
<PAGE>

UNANIMOUS CONSENT RESOLUTION OF
THE DIRECTORS OF HYPRO CORPORATION

The undersigned, being all of the members of the Board of Directors of
Hypro Corporation, a Delaware corporation (the "Company"), hereby consent to the
following actions WITHOUT A FORMAL MEETING OF THE BOARD OF DIRECTORS, or notice
thereof:

WHEREAS, the Company maintains the Hypro Corporation 401(k) and Profit
Sharing Plan (hereinafter referred to as the "401(k) Plan") for the exclusive
benefit of participating employees and their beneficiaries; and

WHEREAS, this Board deems it desirable to amend the 401(k) Plan in certain
respects relating to the holding of shares of Wisconsin Energy Corporation as an
investment option under the Plan,

NOW, THEREFORE, RESOLVED that the 401(k) Plan is hereby amended effective
as of April 27, 2000 as follows:

Article II is amended by adding new Sections 2.25 and 2.26 to the end
thereof, to read as follows:

Sec. 2.25 WEC Stock. "WEC Stock" means common stock of Wisconsin
Energy Corporation.

Sec. 2.26 WEC Stock Fund. "WEC Stock Fund" means any investment
fund established under Sec. 7.3 that is invested primarily in WEC
Stock.

II.

Section 7.6 is amended in its entirety to read as follows:

Sec. 7.6 Voting of WEC Stock. A Participant may direct the voting
at each annual meeting and at each special meeting of stockholders of
Wisconsin Energy Corporation of that number of whole shares of WEC
Stock attributable to the Participant's balance in the WEC Stock Fund
held as an investment option under Sec. 7.3 as of the Valuation Date
preceding the record date for such meeting. Each such Participant will
be provided with copies of any pertinent material together with a
request for the Participant's confidential instructions as to how such
shares are to be voted. The Company shall direct the Funding Agency to
vote such shares in accordance with such instructions. Any shares of
WEC Stock allocated to Participant Accounts for which the Company has
not received such voting instructions shall be voted by the Funding
Agency based on the proportionate results of the instructions received
for other shares, except to the extent the Funding Agency in its good
faith determination concludes that other action is required in order
to comply with its fiduciary duties under ERISA.

III.

Section 7.7 is amended by substituting "WEC" in place of "WICOR", and by
substituting "Wisconsin Energy Corporation" in place of "WICOR, Inc." each place
those terms appear in that section.
<PAGE>

IV.

Section 10.2 is amended in its entirety to read as follows:

Sec. 10.2 Form of Distribution. Distributions will be made in
cash only, except as provided in Sec. 9.4, and except as provided
below:

(a) If any portion of the Participant's Accounts is invested in
the WEC Stock Fund, that portion shall be distributed in
full shares of WEC Stock, to the extent practicable, unless
the Participant (or Beneficiary following the Participant's
death) elects to receive the cash value of said WEC Stock
Fund investment by submitting a written request for such
cash distribution to the Company or its designated agent at
least 20 days before the date the distribution is to occur.

(b) The number of shares of WEC Stock to be distributed shall be
the quotient of the value of the Participant's investment in
the WEC Stock Fund as of the applicable Valuation Date
divided by the value assigned by the Funding Agency to a
share of WEC Stock for purposes of valuing the Fund as of
such Valuation Date. Any remaining value of such balance and
the value of the Participant's balance in other investment
options shall be distributed in cash. Any transfer taxes
payable with respect to the distribution of shares of WEC
Stock shall be charged to the WEC Stock Fund. When a
distribution from the WEC Stock Fund occurs on a Valuation
Date that falls between a WEC Stock dividend declaration
date and a WEC Stock dividend record date, the WEC Stock
dividend payable on shares of WEC Stock to be distributed to
the terminated Participant shall be allocated to such
Participant.

Section 11.2 is amended by adding a sentence at the end of that section to
read as follows:

Effective April 27, 2000, the assets of the Plan are held
under a Master Trust that also holds the assets of other
qualified retirement plans sponsored by affiliates of
Wisconsin Energy Corporation.

Dated this 25th day of April, 2000.

/s/ GEORGE E. WARDEBERG
------------------------------
George E. Wardeberg

/s/ THOMAS F.SCHRADER
------------------------------
Thomas F. Schrader

/s/ JOSEPH P. WENZIER
------------------------------
Joseph P. Wenzier

/s/ DONALD L. JORGENSEN
------------------------------
Donald L. Jorgensen

<PAGE>

EXHIBIT 4.8(c)

UNANIMOUS CONSENT RESOLUTON OF THE DIRECTORS OF
SHURFLO PUMP MANUFACTURING CO.

The undersigned, being all of the members of the Board of Directors of SHURflo
Pump Manufacturing Co., a California Corporation (the "Company"), hereby consent
to the following actions WITHOUT A FORMAL MEETING OF THE BOARD OF DIRECTORS, or
notice thereof:

WHEREAS, this Company maintains the SHURflo 401(k) Profit Sharing Plan
(hereinafter referred to as the "401(k) Plan") for the exclusive benefit of
participating employees and their beneficiaries; and

WHEREAS, this Board deems it desirable to amend the 401(k) Plan to permit
employees to begin unmatched pre-tax employee contributions on the next plan
entry date after their date of hire but to retain the existing six month and
1000 hour eligibility requirements for purposes of receiving Company matching
contributions;

NOW, THEREFORE, RESOLVED, effective December 31, 1999, Section 2.01 of the
401(k) Plan be and it hereby is amended in the following respects:

1. Section 2.01 is amended to read as follows:

2.01 ELIGIBILITY. Eligibility conditions. To become a participant in
the Plan, an Employee must satisfy the following eligibility
conditions: (b) Service requirement. (3) One Hour of Service.

Dated this 14th day of December, 1999

/s/ GEORGE E. WARDEBERG
---------------------------
George E. Wardeberg

/s/ THOMAS F. SCHRADER
---------------------------
Thomas F. Schrader

/s/ JOSEPH P. WENZLER
---------------------------
Joseph P. Wenzler

/s/ J. RUSSELL PHILLIPS
---------------------------
J. Russell Phillips

/s/ JOHN W. CASEY
---------------------------
John W. Casey

<PAGE>

EXHIBIT 4.8(d)

UNANIMOUS CONSENT RESOLUTION OF THE DIRECTORS OF
SHURFLO PUMP MANUFACTURING CO.

The undersigned, being all of the members of the Board of Directors of SHURflo
Pump Manufacturing Co., a California corporation (the "Company"), hereby consent
to the following actions without a formal meeting of the Board of Directors, or
notice thereof:

WHEREAS, this Company maintains the SHURflo 401(k) Profit Sharing Plan
(hereinafter referred to as the "401(k) Plan" for the exclusive benefit of
participating employees and their beneficiaries; and

WHEREAS, the Board deems it desirable to clarify certain items with respect
to the 401(k) Plan;

NOW, THEREFORE, RESOLVED, the Company is the Plan Administrator of the
401(k) Plan for purposes of the Employee Retirement Income Security Act of 1974.

FURTHER RESOLVED, Section 1.07(g) of the 401(k) Plan is amended to read as
follows effective for the period January 1, 1998 through December 31, 1999:

For all purposes of the Plan, an employee is not eligible until the
employee is credited with 1,000 hours of service during a 12-month or
shorter period. After an employee is eligible, Article II applies as
of the next entry date.

FURTHER RESOLVED, Section 1.07(g) of the 401(k) Plan is amended to read as
follows effective January 1, 2000:

For all purposes of the Plan other than the ability to make deferral
contributions pursuant to Section 3.01(a), an employee is not eligible
until the employee is credited with 1,000 hours of service during a
12-month or shorter period. After an employee is eligible, Article II
applies as of the next entry date.

Dated this 25th day of April, 2000

- ------------------------------ --------------------------------
George E. Wardeberg Thomas F. Schrader

- ------------------------------ --------------------------------
Joseph P. Wenzler J. Russell Phillips

<PAGE>

EXHIBIT 4.8(e)

SHURflo 401(k) Profit Sharing Plan
INVESTMENT ELECTION POLICY
(Effective April 26, 2000)

Each Participant shall initially direct, in writing in a manner and form
established by the Plan Administrator and acceptable to the Custodian/Trustee,
how the balance of the Participant's Account shall be invested. Such written
election shall name the Investment Alternative and direct the Plan Administrator
to direct the Custodian/Trustee to invest the balance of the Participant's
Account in one or more corresponding funds.

The Participant's election under this Section shall remain in effect until
changed by the Participant by filing another direction as permitted by the Plan
Administrator. A Participant's election hereunder may be changed daily by
providing a new election using the telephone voice response system to the
Custodian/Trustee prior to 3:00 PM Central Time of the effective date of the new
election. Transaction requests logged by the Custodian/Trustee after 3:00
Central Time will be held over for processing until the next business day. The
Custodian/Trustee is not liable for any loss, nor is liable for any breach
resulting from a Participant's election of the investment of any portion of his
Account under this Policy.

Participant elections must be specified in increments of one per cent (1%), but
not less than five dollars ($5), among the following Employer selected
Investment Alternatives:

American Express Trust Income Fund I
Strong Government Securities Fund
Dodge & Cox Balanced Fund
Northern Trust S&P 500 Index Fund
INVESCO Large Cap Core Equity Fund
Strong Common Stock Fund
PBHG Emerging Growth Fund
Capital Guardian International Fund
Wisconsin Energy Corporation Stock Fund

In the event that a new Participant shall fail, for any reason, to provide any
initial valid direction pursuant to this Policy, the Plan Administrator shall,
in its sole discretion, direct the Custodian/Trustee to invest contributions
made on behalf of such Participant in the American Express Trust Income Fund I.

The Wisconsin Energy Corporation Stock Fund invests in the stock of Wisconsin
Energy Corporation. The exercise of voting and tender rights with respect to
Wisconsin Energy Corporation stock is as follows:

1. Voting of Wisconsin Energy Corporation Stock

A Participant may direct the voting at each annual meeting and at each special
meeting of the stockholders of Wisconsin Energy Corporation of that number of
whole shares of Wisconsin Energy Corporation Stock attributable to his balance
in the Wisconsin Energy Corporation Stock Fund, as of the Valuation Date
preceding the record date for such meeting. Each such Participant will be
provided with copies of any pertinent material together with a request for the
Participant's confidential instructions as to how such shares are to be voted.
The Administrator shall direct the Trustee to vote such shares in accordance
with such instructions. Any shares of Wisconsin Energy Corporation Stock
allocated to Participant accounts for
<PAGE>

which the Administrator has not received such voting instructions shall be voted
by the Trustee based on the proportionate results of the instructions received
for other shares except to the extent the Trustee in its good faith
determination concludes other action is required in order to comply with its
fiduciary duties under ERISA.

2. Tender offers of Wisconsin Energy Corporation Stock

In the event that Wisconsin Energy Corporation Stock becomes the subject of a
tender offer, each participant shall have the sole and exclusive right to decide
whether to direct the Trustee to tender up to the number of whole and fractional
shares of Wisconsin Energy Corporation Stock attributable to his balance in the
Wisconsin Energy Corporation Stock Fund as of the Valuation Date preceding the
date of the tender offer. Each Participant shall have the right, to the extent
the terms of the tender offer so permit, to direct the withdrawal of such shares
from tender. A Participant shall not be limited as to the number of instructions
to tender or to withdraw from same which he can give, provided, however, that
the Participant shall not have the right to give such instructions outside a
reasonable time period established by the Trustee. Said reasonable time period
shall be based on the ability of the Trustee to comply with the offer. Each such
Participant will be provided, by the Administrator, within a reasonable time of
the commencement of a tender offer, copies of any pertinent material supplied by
the tender offeror or Wisconsin Energy Corporation, together with a request for
the Participant's instructions pertaining to tender of the applicable shares.

Such pertinent written material shall include:

the offer to purchase as distributed by the offeror to the shareholders of
Wisconsin Energy Corporation;

a statement of the shares representing his interest in the Wisconsin Energy
Corporation Stock Fund as of the most recent information available to the
Administrator; and

directions as to the means by which a Participant can give instructions with
respect to the tender.

The Trustee shall aggregate numbers representing each Participant's instructions
and shall tender such shares in accordance with such instructions. Any shares of
Wisconsin Energy Corporation Stock allocated to a Participant for which the
Administrator has not received such tender offer instructions shall not be
tendered. The proceeds of any shares of Wisconsin Energy Corporation Stock
tendered in accordance with this Section which are purchased and paid for by the
tender offeror shall be credited to the investment fund or funds elected by the
Participant pursuant to rules established by the Administrator. In the event all
shares of Wisconsin Energy Corporation Stock tendered by Participants are not
purchased pursuant to the tender offer, the Administrator is authorized to
allocate the proceeds of the whole and fractional shares purchased from all such
Participants pro-rata, based upon the aggregate shares tendered by each
Participant.

This Plan is intended to constitute a plan described in Section 404(c) if the
Employee Retirement Income Security Act (ERISA) and Title 29 of the Code of
Federal Regulations Section 2550.404c-1. The plan fiduciaries may be relieved of
liability for losses resulting from the participant's investment decisions.

Prior to a participant's initial investment in the funds, each participant will
receive a copy of the most recent prospectus which details the fund's annual
operating expenses. The investment alternatives do not have any commissions,
sales loads, deferred sales charges, redemption or exchange fees not disclosed
in the prospectus. Upon request, a participant is entitled to receive other
information including:
<PAGE>

1. A description of each fund's annual operating expenses, investment
management fees, administrative fees, transaction costs and the percentage
by which these reduce the rate of return;

2. Copies of any prospectuses, financial statements and reports, and other
materials available for each fund;

3. A list of the assets compromising each fund;

4. Information including the past and current investment performance after the
deduction of fund expenses;

5. Information on their account value.

To receive any of the information listed above, a participant should contact the
Plan Administrator, SHURflo Pump Manufacturing Company, 12650 Westminster
Avenue, Santa Ana, CA 92706-2139, (714) 554-7709. Kathleen Robe has been
designated to assist the company, the fiduciary responsible for the plan's
compliance with Section 404(c) of ERISA, in providing such information.

Dated this 26th day of April, 2000.

ADVISORY COMMITTEE

/s/ J. RUSSELL PHILLIPS
-------------------------
J. Russell Phillips

/s/ NORMAN A. ALEXANDER
-------------------------
Norman A. Alexnader

/s/ KEVIN S. McLEAN
-------------------------
Kevin S. McLean

/s/ KATHLEEN M. ROBE
-------------------------
Kathleen M. Robe

/s/ JANET M. SCOTT
-------------------------
Janet M. Scott

<PAGE>

Exhibit 5

Wisconsin Electric Power Company
231 West Michigan Street, P. O. Box 2046
Milwaukee, Wisconsin 53201

April 27, 2000

Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201

Re: Wisconsin Gas Company Local 7-0018 Savings Plan
Wisconsin Gas Company Local 7-0018-1 Savings Plan
Wisconsin Gas Company Employees' Savings Plan
Sta-Rite Industries Incentive Savings Plan
Hypro Corporation 401(k) and Profit Sharing Plan
SHURflo 401(k) Profit Sharing Plan

Ladies and Gentlemen:

I am providing this opinion in connection with the Registration Statement of
Wisconsin Energy Corporation (the "Company") on Form S-8 (the "Registration
Statement") relating to the above-referenced plans (the "Plans") to be filed for
the registration under the Securities Act of 1933, as amended (the "Act"), of an
indeterminate amount of interests in the Plans and an aggregate of 2,000,000
shares (the "Shares") of Common Stock, par value $.01 per share ("Common
Stock"), of the Company to be sold to participants pursuant to the Plans, as
contemplated by the Registration Statement. The Plans are maintained for the
benefit of employees of WICOR, Inc. ("WICOR") and its subsidiaries. On April 26,
2000, WICOR became a wholly owned subsidiary of the Company through the merger
of CEW Acquisition, Inc. ("Acquisition"), a wholly owned subsidiary of the
Company, with and into WICOR pursuant to an Agreement and Plan of Merger by and
among the Company, WICOR and Acquisition dated as of June 27, 1999, as amended
(the "Merger Agreement"). Shares of Common Stock for the Plans may be purchased
in market transactions or may be authorized but unissued or treasury shares
acquired directly from the Company.

I am Law Director and an employee of Wisconsin Electric Power Company, the
Company's principal subsidiary. This opinion is being furnished to be filed as
an exhibit to the Registration Statement. In furnishing such opinion, I or the
attorneys in the Legal Services Department of Wisconsin Electric Power Company
have examined: (i) the Registration Statement; (ii) the Company's Restated
Articles of Incorporation and Bylaws, as amended to date; (iii) the Merger
Agreement; (iv) the Plans; (v) the corporate proceedings relating to the
authorization for the sale of the Shares pursuant to the Plans in accordance
with the Merger Agreement; and (vi) such other documents and records and such
matters of law as I have deemed necessary in order to render this opinion.

On the basis of the foregoing, I advise you that, in my opinion:

(1) The Company is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.
<PAGE>

Wisconsin Energy Corporation
April 27, 2000
Page 2

(2) The Shares to be sold from time to time pursuant to the Plans which
are original issuance or treasury shares will, when issued as and for the
consideration contemplated by the Plans, be validly issued, fully paid and
nonassessable by the Company, subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in any one case.

I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am an "expert" within
the meaning of Section 11 of the Act, or that I come within the category of
persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Sally R. Bentley

Sally R. Bentley
Law Director
Wisconsin Electric Power Company

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 2000, relating to the
financial statements and financial statement schedule, which appears in the
Wisconsin Energy Corporation Annual Report on Form 10-K for the year ended
December 31, 1999.

/s/PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Milwaukee, Wisconsin
April 27, 2000

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 1, 1999
relating to the financial statements of the Wisconsin Gas Company Local No. 6-18
(now Local 7-0018) Savings Plan, the Wisconsin Gas Company Local No. 6-18-1 (now
Local 7-0018-1) Savings Plan, the Wisconsin Gas Company Employees' Savings Plan,
the Sta-Rite Industries Incentive Savings Plan, the Hypro Corporation 401(k) and
Profit Sharing Plan and the SHURflo 401(k) Profit Sharing Plan (the "Plans")
included in the Annual Report on Form 11-K for the fiscal year ended December
31, 1998 filed with respect to the Plans.

As independent public accountants, we also hereby consent to the incorporation
by reference in this registration statement of our report dated January 24,
2000, included in WICOR, Inc.'s Form 10-K for the year ended December 31, 1999
and incorporated by reference in Wisconsin Energy Corporation's Form 8-K dated
April 26, 2000.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 24, 2000