Common use of Nature of Underwriters’ Obligations Clause in Contracts

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co., Inc. 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. BMO CAPITAL MARKETS CORP. By: /s/ Mxxx Xxxxxxxxxx Name: Mxxx Xxxxxxxxxx Title: Managing Director and Head BOFA SECURITIES, INC. By: /s/ Sxxxx Xxxxxx Xxxxx Name: Sxxxx Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX MXXXXX SXXXXXX & CO. LLC By: /s Yurij Slyz Name: Yurij Slyz Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays BMO Capital Markets Corp. $ 90,000,000 BofA Securities, Inc. $ 112,500,000 Xxxxxxx90,000,000 Mxxxxx Sxxxxxx & Co. LLC 90,000,000 RBC Capital Markets, LLC 90,000,000 Gxxxxxx Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx 36,000,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., Inc. 12,500,000 LLC 36,000,000 Penserra Securities, LLC 18,000,000 Total $ 250,000,000 450,000,000 Representatives: Barclays BMO Capital Inc. and XxxxxxxMarkets Corp., Sachs BofA Securities, Inc., Mxxxxx Sxxxxxx & Co. LLC, RBC Capital Markets, LLC Proceeds to issuer (before offering expenses): $247,570,000 445,248,000 SCHEDULE B ISSUER FREE WRITING PROSPECTUSES Pricing Term Sheet Filed Pursuant to Rule 433(ddated November 10, 2021 Exhibit A-1 FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable Capitalized terms used herein shall have the same definitions as a whole at any time, or set forth in part from time to time, at our option, at a redemption price equal to the greater of underwriting agreement (athe “Underwriting Agreement”) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSESExhibit A-1 is attached.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ Xxxxxxx Xxxx Sxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Sxxxx X. Xxxxxx Title: Executive Vice President President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. BofA SECURITIES, INC. By: /s/ Xxxxxx Pxxxxxx Xxxxxxxxxxxxx Name: Pxxxxxx Xxxxxxxxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Xxxxxx Rxxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. PNC CAPITAL MARKETS LLC By: /s/ XxxxxxxVxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Director WXXXX FARGO SECURITIES, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital BofA Securities, Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 68,250,000 MUFG Securities Americas Inc. $ 68,250,000 PNC Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.$ 68,250,000 Wxxxx Fargo Securities, Inc. 12,500,000 LLC $ 68,250,000 Bxxxxxxx Van, LLC $ 9,000,000 Evercore Group L.L.C. $ 9,000,000 The Wxxxxxxx Capital Group, L.P. $ 9,000,000 Total $ 250,000,000 300,000,000 Representatives: Barclays BofA Securities, Inc., MUFG Securities Americas Inc., PNC Capital Inc. and XxxxxxxMarkets LLC, Sachs & Co. Wxxxx Fargo Securities, LLC Proceeds to issuer (before offering expenses): $247,570,000 297,030,000 SCHEDULE B ISSUER FREE WRITING PROSPECTUSES Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15dated August 7, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable Exhibit A-1 FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Capitalized terms used herein shall have the same definitions as a whole at any time, or set forth in part from time to time, at our option, at a redemption price equal to the greater of underwriting agreement (athe “Underwriting Agreement”) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSESExhibit A-1 is attached.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. BOFA SECURITIES, INC. By: /s/ Xxxxxx Jxx Xxxxx Name: Xxxxxx Jxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & COBMO CAPITAL MARKETS CORP. By: /s/ XxxxxxxMxxx Xxxxxxxxxx Name: Mxxx Xxxxxxxxxx Title: Managing Director RBC CAPITAL MARKETS, Sachs & Co. LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory SCOTIA CAPITAL (XxxxxxxUSA) INC. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: Managing Director, Xxxxx & Co.) Transaction Advisory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital BofA Securities, Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 100,000,000 BMO Capital Markets Corp. $ 100,000,000 RBC Capital Markets, LLC 12,500,000 Xxxxxx $ 100,000,000 Scotia Capital (USA) Inc. $ 100,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC $ 60,000,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 $ 40,000,000 Total $ 250,000,000 500,000,000 Representatives: Barclays BofA Securities, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC and Scotia Capital (USA) Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 495,720,000. SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Head For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays BNP Paribas Securities Corp. $69,000,000 Mizuho Securities USA LLC 69,000,000 RBC Capital Markets, LLC 69,000,000 Scotia Capital (USA) Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. 69,000,000 Xxxxxxx Xxxxxxxx Shank & Co., Inc. 12,500,000 LLC 24,000,000 Total $ 250,000,000 $300,000,000 Representatives: Barclays BNP Paribas Securities Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 298,143,000. SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Xxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL INCfirst above written. BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX SACHS & CO. By: /s/ XxxxxxxXxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President XXXXXXX LYNCH, Sachs PIERCE, XXXXXX & Co. (XxxxxxxXXXXX INCORPORATED By: /s/ Xxxx XxXxx Name: Xxxx XxXxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx & Co.) X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. Underwriter BNP Paribas Securities Corp. $ 112,500,000 60,000,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 60,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 60,000,000 RBC Capital Markets Markets, LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.60,000,000 The Xxxxxxxx Capital Group, Inc. 12,500,000 L.P. 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and BNP Paribas Securities Corp., Xxxxxxx, Sachs Xxxxx & Co. Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and RBC Capital Markets, LLC. Proceeds to issuer (before offering expenses): $247,570,000 246,252,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Rxxxxx Xxxxx Name: Xxxxxx Rxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. J.X. XXXXXX SECURITIES LLC By: /s/ XxxxxxxRxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director MIZUHO SECURITIES USA LLC By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Director WXXXX FARGO SECURITIES, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities 2025 Notes Aggregate Principal Amount of 2027 Notes Barclays Capital Inc. $ 112,500,000 Xxxxxxx90,000,000 $ 72,000,000 J.X. Xxxxxx Securities LLC 90,000,000 72,000,000 Mizuho Securities USA LLC 90,000,000 72,000,000 TD Securities (USA) LLC 90,000,000 72,000,000 Wxxxx Fargo Securities, LLC 90,000,000 72,000,000 Gxxxxxx Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.30,000,000 24,000,000 Comerica Securities, Inc. 12,500,000 10,000,000 8,000,000 Penserra Securities LLC 10,000,000 8,000,000 Total $ 250,000,000 500,000,000 $ 400,000,000 Representatives: Barclays Capital Inc. Inc., J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC and XxxxxxxWxxxx Fargo Securities, Sachs & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2025 Notes: $ 497,890,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2027 Notes: $ 396,776,000 Total proceeds to issuer (before offering expenses and after the underwriting discount): $247,570,000 $ 894,666,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & COX.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director KEYBANC CAPITAL MARKETS INC. By: /s/ XxxxxxxXxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, Sachs & Co. (XxxxxxxINC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO SECURITIES, Xxxxx & Co.) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities 2027 Notes Aggregate Principal Amount of 2030 Notes Barclays Capital Inc. $ 112,500,000 Xxxxxxx70,000,000 $ 63,000,000 X.X. Xxxxxx Securities LLC 70,000,000 63,000,000 KeyBanc Capital Markets Inc. 70,000,000 63,000,000 TD Securities (USA) LLC 70,000,000 63,000,000 U.S. Bancorp Investments, Inc. 70,000,000 63,000,000 Xxxxx Fargo Securities, LLC 70,000,000 63,000,000 Xxxxxxx Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. 30,000,000 27,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 35,000,000 31,500,000 Comerica Securities, Inc. 12,500,000 15,000,000 13,500,000 Total $ 250,000,000 500,000,000 $ 450,000,000 Representatives: Barclays Capital Inc., X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2027 Notes: $496,475,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2030 Notes: $446,665,500 Total proceeds to issuer (before offering expenses and after the underwriting discount): $247,570,000 943,140,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ Xxxxxxx Xxxx Sxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Sxxxx X. Xxxxxx Title: Executive Vice President President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. MXXXXX SXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Rxxxxxx Xxxxx Name: Xxxxxx Rxxxxxx Xxxxx Title: Managing Director XXXXXXXRBC CAPITAL MARKETS, XXXXX & CO. LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Mxxxxx Sxxxxxx & Co. LLC $ 112,000,000 MUFG Securities Americas Inc. $ 112,500,000 Xxxxxxx112,000,000 RBC Capital Markets, Sachs & Co. 112,500,000 Loop LLC $ 112,000,000 BMO Capital Markets LLC 12,500,000 Xxxxxx Corp. $ 32,000,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 $ 16,000,000 WR Securities, LLC $ 16,000,000 Total $ 250,000,000 400,000,000 Representatives: Barclays Capital Mxxxxx Sxxxxxx & Co. LLC, MUFG Securities Americas Inc. and XxxxxxxRBC Capital Markets, Sachs & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 398,340,000 Sch. A-1 SCHEDULE B ISSUER FREE WRITING PROSPECTUSES Pricing Term Sheet Filed Pursuant to Rule 433(ddated November 19, 2018 Sch. B-1 Exhibit A-1 FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable Capitalized terms used herein shall have the same definitions as a whole at any time, or set forth in part from time to time, at our option, at a redemption price equal to the greater of underwriting agreement (athe “Underwriting Agreement”) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSESExhibit A-1 is attached.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & COX.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director KEYBANC CAPITAL MARKETS INC. By: /s/ XxxxxxxXxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Managing Director TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, Sachs & Co. (XxxxxxxINC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, Xxxxx & Co.) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities Senior Notes due March 15, 2024 Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 90,000,000 X.X. Xxxxxx Securities LLC 90,000,000 KeyBanc Capital Markets Inc. 90,000,000 TD Securities (USA) LLC 12,500,000 90,000,000 U.S. Bancorp Investments, Inc. 90,000,000 Xxxxx Fargo Securities, LLC 90,000,000 Xxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 60,000,000 Total $ 250,000,000 600,000,000 Representatives: Barclays Capital Inc., X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $247,570,000 597,654,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION By: /s/ Xxxxxxx Xxxx Sxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Sxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxxx Rxxxxxx Xxxxx Name: Xxxxxx Rxxxxxx Xxxxx Title: Managing Director XXXXXXXWXXXX FARGO SECURITIES, XXXXX & COLLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Jxx Xxxxxxx Name: Jxx Xxxxxxx Title: CFO MIZUHO SECURITIES USA INC. By: /s/ Jxxxx Xx Name: Jxxxx Xx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY PUBLIC SERVICE CORPORATION Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Mitsubishi UFJ Securities (USA), Inc. $ 112,500,000 Xxxxxxx62,500,000 Wxxxx Fargo Securities, Sachs & Co. 112,500,000 Loop LLC $ 62,500,000 Mizuho Securities USA Inc. $ 42,500,000 Scotia Capital Markets LLC 12,500,000 Xxxxxx (USA) Inc. $ 42,500,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 $ 25,000,000 Dxxxxx Xxxxxxxx, LLC $ 15,000,000 Total $ 250,000,000 Representatives: Barclays Capital Mitsubishi UFJ Securities (USA), Inc., Wxxxx Fargo Securities, LLC, Mizuho Securities USA Inc. and Xxxxxxx, Sachs & Co. Scotia Capital (USA) Inc. Proceeds to issuer (before offering expenses): $247,570,000 248,892,500 SCHEDULE B ISSUER FREE WRITING PROSPECTUSES Pricing Term Sheet Filed Pursuant to Rule 433(ddated December 1, 2015 Exhibit A-1 FORM OF OPINION AND DISCLOSURE LETTER OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable Capitalized terms used herein shall have the same definitions as a whole at any time, or set forth in part from time to time, at our option, at a redemption price equal to the greater of underwriting agreement (athe “Underwriting Agreement”) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSESExhibit A-1 is attached.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Jxxxx X. Xxxxxxxxxx Name: Xxxxxxx Xxxx Jxxxx X. Xxxxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. BNP PARIBAS SECURITIES CORP. By: /s/ Pxxxxxxx X. Xxxxxxxxx XX Name: Pxxxxxxx X. Xxxxxxxxx XX Title: Director PNC CAPITAL MARKETS LLC By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxx Mxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Mxxxxxx Xxxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. TD SECURITIES (USA) LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Bxxxxxx Xxxxxx Name: Bxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. BNP Paribas Securities Corp. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 63,750,000 PNC Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.63,750,000 Scotia Capital (USA) Inc. 63,750,000 TD Securities (USA) LLC 63,750,000 The Wxxxxxxx Capital Group, Inc. 12,500,000 L.P. 30,000,000 Penserra Securities LLC 15,000,000 Total $ 250,000,000 300,000,000 Representatives: Barclays BNP Paribas Securities Corp., PNC Capital Markets LLC, Scotia Capital (USA) Inc. and Xxxxxxx, Sachs & Co. TD Securities (USA) LLC. Proceeds to issuer (before offering expenses): $247,570,000 295,767,000. SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxx Xxxxx Name: J. Xxxxxxx Xxxx Xxxxx Title: Executive Vice President and Treasurer Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxx Xxxxxx Xxxxx Name: Xxxx Xxxxxx Xxxxx Title: Managing Director XXXXXXXXXXXX FARGO SECURITIES, XXXXX & CO. LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. X.X. Xxxxxx Securities LLC $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 80,000,000 KeyBanc Capital Markets Inc. 80,000,000 Xxxxx Fargo Securities, LLC 12,500,000 80,000,000 Xxxxxxxx Xxxxxx X. Xxxxxxx & Co.Van, Inc. 12,500,000 LLC 10,000,000 Total $ 250,000,000 Representatives: Barclays X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc. and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC. Proceeds to issuer (before offering expenses): $247,570,000 248,500,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. J.X. XXXXXX SECURITIES LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director PNC CAPITAL MARKETS LLC By: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxx Exxx Xxxx Name: Xxxxxx Xxxxx Exxx Xxxx Title: Managing Director XXXXXXX& Head U.S. BANCORP INVESTMENTS, XXXXX & COINC. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Senior Notes due December 15, 2028 J.X. Xxxxxx Securities Barclays Capital Inc. LLC $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 110,000,000 PNC Capital Markets LLC 12,500,000 Xxxxxx 110,000,000 Scotia Capital (USA) Inc. 110,000,000 U.S. Bancorp Investments, Inc. 110,000,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 40,000,000 Comerica Securities, Inc. 20,000,000 Total $ 250,000,000 500,000,000 Representatives: Barclays J.X. Xxxxxx Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and XxxxxxxU.S. Bancorp Investments, Sachs & Co. Inc. Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $247,570,000 495,680,000 Sch. A-1 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Xxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxx Xxxxxx Name: Xxx Melody Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Xxxxxx Xxxxxxx & Co. LLC $ 62,500,000 RBC Capital Markets, LLC $ 62,500,000 BMO Capital Markets Corp. $ 43,750,000 U.S. Bancorp Investments, Inc. $ 112,500,000 Xxxxxxx43,750,000 The Xxxxxxxx Capital Group, Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.L.P. $ 25,000,000 Comerica Securities, Inc. $ 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. LLC, RBC Capital Markets, LLC, BMO Capital Markets Corp. and U.S. Bancorp Investments, Inc. Proceeds to issuer (before offering expenses): $247,570,000 247,090,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXXXBOFA SECURITIES, XXXXX & COINC. By: /s/ XxxxxxxXxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXX FARGO SECURITIES, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities Senior Notes due September 15, 2023 Barclays Capital Inc. $ 112,500,000 Xxxxxxx140,000,000 BofA Securities, Sachs & Co. 112,500,000 Loop Inc. 140,000,000 X.X. Xxxxxx Securities LLC 140,000,000 Xxxxx Fargo Securities, LLC 140,000,000 BMO Capital Markets LLC 12,500,000 Corp. 56,000,000 Xxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 56,000,000 Penserra Securities LLC 28,000,000 Total $ 250,000,000 700,000,000 Representatives: Barclays Capital Inc. Inc., BofA Securities, Inc., X.X. Xxxxxx Securities LLC and XxxxxxxXxxxx Fargo Securities, Sachs & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 697,298,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ /s/Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS first above written. BMO CAPITAL MARKETS CORP. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director BofA SECURITIES, INC. By: /s/ Xxxxxx Xxx Xxxxx Name: Xxxxxx Xxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & COPNC CAPITAL MARKETS LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx, Sachs Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director & Co. (Xxxxxxx, Xxxxx & Co.) Head of U.S. Debt Origination For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Senior Notes due September 12, 2026 BMO Capital Markets Corp. $ 132,000,000 BofA Securities, Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop 132,000,000 PNC Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.132,000,000 Scotia Capital (USA) Inc. 132,000,000 Comerica Securities, Inc. 12,500,000 42,000,000 Independence Point Securities LLC 30,000,000 Total $ 250,000,000 600,000,000 Representatives: Barclays BMO Capital Markets Corp., BofA Securities, Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expensesexpenses and after the underwriting discount): $247,570,000 597,804,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL INC. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Managing Director Vice President XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other Underwriters named in Schedule A to the foregoing AgreementXXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Title: Director SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Underwriter Amount of Securities Barclays Capital Inc. Banc of America Securities LLC $ 112,500,000 62,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 62,500,000 Xxxxxx X. Xxxxxxx & Co.Co. Incorporated 62,500,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 12,500,000 62,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 248,290,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 2008 Issuer: Wisconsin Electric Power Company Security: 4.256.25% Debentures due December 151, 2019 2015 Principal Amount: $250,000,000 Maturity: December 151, 2019 2015 Coupon: 4.256.25% Initial Price to Public: 99.67899.941% per Debenture Yield to Maturity: 4.296.261% Spread to Benchmark Treasury: +90 +425 bp Benchmark Treasury: 3.3754.50% due November 15, 2019 2015 Benchmark Treasury Yield: 3.3902.011% Interest Payment Dates: June 15 1 and December 151, commencing June 151, 2010 2009 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 50 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5T+3; December 1511, 2009 2008 Ratings*: * A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 976656 CB2 Joint Book-Running Managers: Barclays Capital Inc. Banc of America Securities LLC Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co.Co. Incorporated SunTrust Xxxxxxxx Xxxxxxxx, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. Banc of America Securities LLC toll-free at 1-800-294-1322, Xxxxxxx, Sachs & Co. toll-free at 0-000-000-0000 or Xxxxxxx0000, Xxxxx Xxxxxx Xxxxxxx & Co. Incorporated toll-free at 1-866-718-1649 or SunTrust Xxxxxxxx Xxxxxxxx, Inc. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY ENERGY CORPORATION By: /s/ Xxxxxxx Jxxxxxx Xxxx Name: Xxxxxxx Jxxxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Bxxxx Xxxxxxxxx Name: Xxxxxx Xxxxx Bxxxx Xxxxxxxxx Title: Managing Director XXXXXXX, XXXXX & COJ.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) / s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Vice President For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY ENERGY CORPORATION Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital 2007 Series A Underwriter Junior Subordinated Notes due 2067 Citigroup Global Markets Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets 187,500,000 J.X. Xxxxxx Securities Inc. 187,500,000 Banc of America Securities LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co., 62,500,000 Deutsche Bank Securities Inc. 12,500,000 62,500,000 Total $ 250,000,000 500,000,000 Representatives: Barclays Capital Citigroup Global Markets Inc. and Xxxxxxx, Sachs & Co. J.X. Xxxxxx Securities Inc. Proceeds to issuer (before offering expenses): $247,570,000 SCHEDULE B 493,670,000 Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 142664 May 8, 2009 2007 SCHEDULE B Issuer: Wisconsin Electric Power Company Energy Corporation Security: 4.25% Debentures 2007 Series A Junior Subordinated Notes due December 15, 2019 2067 Principal Amount: $250,000,000 500,000,000 Maturity: December May 15, 2019 Coupon2067 Interest Rate During Fixed Rate Period: 4.25% From Settlement Date to May 15, 2017, at the annual rate of 6.25%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2007. Interest Rate During Floating Rate Period: From May 15, 2017 to maturity at a floating rate based on the Three-Month LIBOR Rate plus 211.25 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2017. Optional Deferral: Maximum of 10 consecutive years per deferral. Initial Price to Public: 99.67899.734% per Debenture Yield to MaturityBenchmark Treasury: 4.29UST 4.625% due February 15, 2017 Benchmark Yield: 4.636% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury +165 basis points Reoffer Yield: 3.3906.286% Interest Payment DatesMake-Whole Call: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a Redeemable in whole at any time, or in part from at the option of the Issuer at any time to timeat the following applicable redemption price: • before May 15, at our option2017, at a redemption price equal to the greater of (ai) 100% of the principal amount of the debentures Notes being redeemed or (bii) the sum of the present values value of the remaining each scheduled payments payment of principal and interest thereon (exclusive of interest accrued on the Notes from the redemption date to the date of redemption) May 15, 2017, discounted to the redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 20 25 basis points, in each case plus accrued and unpaid interest to the redemption date; or • on or after May 15, 2017, 100% of the principal amount of the Notes, plus any accrued and unpaid interest to the redemption date. Expected SettlementTax Event Call: T+5; December Before May 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx2017, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co.redeemable in whole, Inc. * Note: A securities rating is but not a recommendation to buyin part, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed time within 90 days after the occurrence and continuation of a registration statement Tax Event, at the greater of (including a prospectusi) with 100% of the SEC for principal amount of the offering to which this communication relates. Before you invest, you should read Notes being redeemed or (ii) the prospectus in that registration statement sum of the present value of each scheduled payment of principal and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX interest on the SEC web site Notes from the redemption date to May 15, 2017, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at xxx.xxx.xxx. Alternativelya discount rate equal to the Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest to the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSESredemption date.

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Xxxxx X. Xxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Managing Director XXXXXXXRBC CAPITAL MARKETS, XXXXX & COLLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory BMO CAPITAL MARKETS CORP. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Xxx Xxxxxx Name: Xxx Melody Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. 112,500,000 Loop LLC $ 62,500,000 Mitsubishi UFJ Securities (USA), Inc. 62,500,000 RBC Capital Markets, LLC 62,500,000 BMO Capital Markets Corp. 37,500,000 Xxxxxxxx Xxxx Van, LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.The Xxxxxxxx Capital Group, Inc. L.P. 12,500,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs Xxxxxx Xxxxxxx & Co. LLC, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and BMO Capital Markets Corp. Proceeds to issuer (before offering expenses): $247,570,000 248,117,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Sxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Sxxxx X. Xxxxxx Title: Senior Executive Vice President President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Rxxxxx Xxxxx Name: Xxxxxx Rxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. J.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities Senior Notes due March 8, 2022 Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets 157,500,000 J.X. Xxxxxx Securities LLC 12,500,000 Xxxxxx 157,500,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 35,000,000 Total $ 250,000,000 350,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs & Co. J.X. Xxxxxx Securities LLC Proceeds to issuer (before offering expenses): $247,570,000 348,554,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: Name: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXXXWACHOVIA CAPITAL MARKETS, XXXXX & CO. LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Underwriter Amount of Securities Barclays Capital Citigroup Global Markets Inc. $ 112,500,000 Xxxxxxx125,000,000 Wachovia Capital Markets, Sachs & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co.125,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 12,500,000 25,000,000 Xxxxx Fargo Securities, LLC 25,000,000 Total $ 250,000,000 300,000,000 Representatives: Barclays Capital Citigroup Global Markets Inc. and XxxxxxxWachovia Capital Markets, Sachs & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 297,618,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8September 25, 2009 2008 Issuer: Wisconsin Electric Power Company Security: 4.256.00% Debentures due December 15April 1, 2019 2014 Principal Amount: $250,000,000 300,000,000 Maturity: December 15April 1, 2019 2014 Coupon: 4.256.00% Initial Price to Public: 99.67899.806% per Debenture Yield to Maturity: 4.296.042% Spread to Benchmark Treasury: +90 +300 bp Benchmark Treasury: 3.3753.125% due November 15August 31, 2019 2013 Benchmark Treasury Yield: 3.3903.042% Interest Payment Dates: June 15 April 1 and December 15October 1, commencing June 15April 1, 2010 2009 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 45 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5T+4; December 15October 1, 2009 2008 Ratings*: * A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 976656 CA4 Joint Book-Running Managers: Barclays Citigroup Global Markets Inc. Wachovia Capital Inc. XxxxxxxMarkets, Sachs & Co. LLC Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co.SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Citigroup Global Markets Inc. toll-free at 01-000877-000858-0000 5407 or XxxxxxxWachovia Capital Markets, Xxxxx & Co. LLC toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. BOFA SECURITIES, INC. By: /s/ Sxxxx Xxxxxx Name: Sxxxx Xxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Xxxxxx Rxxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. PNC CAPITAL MARKETS LLC By: /s/ XxxxxxxVxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director RBC CAPITAL MARKETS, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) LLC By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital BofA Securities, Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop $66,000,000 MUFG Securities Americas Inc. 66,000,000 PNC Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx 66,000,000 RBC Capital Markets, LLC 66,000,000 Sxxxxxx Xxxxxxxx Shank & Co., LLC 24,000,000 Comerica Securities, Inc. 12,500,000 12,000,000 Total $ 250,000,000 $300,000,000 Representatives: Barclays BofA Securities, Inc., MUFG Securities Americas Inc., PNC Capital Inc. Markets LLC and XxxxxxxRBC Capital Markets, Sachs & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 298,065,000. SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Jxxxx X. Xxxxxxxxxx Name: Xxxxxxx Xxxx Jxxxx X. Xxxxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL INCfirst above written. J.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Kxxxx Xxxxx Name: Xxxxxx Kxxxx Xxxxx Title: Managing Director XXXXXXXWXXXX FARGO SECURITIES, XXXXX & CO. LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Senior Notes due June 15, 2021 J.X. Xxxxxx Securities Barclays Capital Inc. LLC $ 112,500,000 Xxxxxxx156,000,000 Mxxxxxx Lynch, Sachs Pierce, Fxxxxx & Sxxxx Incorporated 156,000,000 Wxxxx Fargo Securities, LLC 156,000,000 Gxxxxxx Sxxxx & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx 72,000,000 Sxxxxx X. Xxxxxxx & Co., Inc. 12,500,000 60,000,000 Total $ 250,000,000 600,000,000 Representatives: Barclays Capital Inc. J.X. Xxxxxx Securities LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and XxxxxxxWxxxx Fargo Securities, Sachs & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 597,654,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Rxx Xxxxx Name: Xxxxxx Rxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & CO. TD SECURITIES (USA) LLC By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities Senior Notes due January 9, 2026 Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets 140,000,000 TD Securities (USA) LLC 12,500,000 Xxxxxx X. Xxxxxxx 140,000,000 Sxxxxxx Xxxxxxxx Sxxxx & Co., Inc. 12,500,000 LLC $ 70,000,000 Total $ 250,000,000 350,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs & Co. TD Securities (USA) LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount, does not include $3,925,347.22 of accrued interest which will be paid by the purchasers of the Securities): $247,570,000 349,765,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. By: /s/ Xxxxxxx Xxxx Axxxxxx Xxxxx Name: Xxxxxxx Xxxx Axxxxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Lxxxxxx XxxXxxxxx Name: Xxxxxx Xxxxx Lxxxxxx XxxXxxxxx Title: Managing Director XXXXXXX, XXXXX J.X. XXXXXX SECURITIES LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Executive Director MXXXXX SXXXXXX & CO. LLC By: /s/ XxxxxxxNxxxxxxx Xxxxxx Name: Nxxxxxxx Xxxxxx Title: Managing Director WXXXX FARGO SECURITIES, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY WEC ENERGY GROUP, INC. Debt Securities Underwriter Aggregate Principal Amount of Securities 2026 Notes Aggregate Principal Amount of 2028 Notes Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs 130,000,000 $ 90,000,000 J.X. Xxxxxx Securities LLC 130,000,000 90,000,000 Mxxxxx Sxxxxxx & Co. 112,500,000 Loop Capital Markets LLC 12,500,000 Xxxxxx 130,000,000 90,000,000 Wxxxx Fargo Securities, LLC 130,000,000 90,000,000 Gxxxxxx Sxxxx & Co. LLC 65,000,000 45,000,000 Sxxxxx X. Xxxxxxx & Co.Company, Inc. 12,500,000 65,000,000 45,000,000 Total $ 250,000,000 650,000,000 $ 450,000,000 Representatives: Barclays Capital Inc. and XxxxxxxInc., Sachs J.X. Xxxxxx Securities LLC, Mxxxxx Sxxxxxx & Co. LLC and Wxxxx Fargo Securities, LLC Proceeds to issuer (before offering expensesexpenses and after the underwriting discount) from the 2026 Notes: $ 646,971,000 Proceeds to issuer (before offering expenses and after the underwriting discount) from the 2028 Notes: $ 446,701,500 Total proceeds to issuer (before offering expenses and after the underwriting discount): $247,570,000 $ 1,093,672,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL first above written. BofA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Managing Director XXXXXXX, XXXXX & COBMO CAPITAL MARKETS CORP. By: /s/ Xxxxxxx, Sachs & Co. Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director TD SECURITIES (Xxxxxxx, Xxxxx & Co.USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays BMO Capital Markets Corp. $ 105,000,000 BofA Securities, Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 Loop Capital Markets 105,000,000 TD Securities (USA) LLC 12,500,000 Xxxxxx X. $ 105,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., Inc. 12,500,000 LLC $ 35,000,000 Total $ 250,000,000 350,000,000 Representatives: Barclays BofA Securities, Inc., BMO Capital Inc. Markets Corp. and Xxxxxxx, Sachs & Co. TD Securities (USA) LLC. Proceeds to issuer (before offering expenses): $247,570,000 347,056,500. SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxx Xxxxx Name: J. Xxxxxxx Xxxx Xxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Director BNP PARIBAS SECURITIES CORP. By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Managing Director XXXXXXX, XXXXX & CODEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs & Co. 112,500,000 93,000,000 BNP Paribas Securities Corp. 93,000,000 Deutsche Bank Securities Inc. 93,000,000 Loop Capital Markets LLC 12,500,000 10,500,000 Xxxxxx X. Xxxxxxx & Co., Inc. 12,500,000 10,500,000 Total $ 250,000,000 300,000,000 Representatives: Barclays Capital Inc., BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 294,969,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. BARCLAYS CAPITAL INCX. XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Managing Executive Director XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 112,500,000 Xxxxxxx, Sachs $300,000,000 Xxxxxx Xxxxxxx & Co. 112,500,000 Incorporated (Representative). $ 100,500,000 BNP Paribas Securities Corp. $ 100,500,000 Loop Capital Markets Markets, LLC 12,500,000 Xxxxxx X. Xxxxxxx $ 43,500,000 The Xxxxxxxx Capital Group, L.P. $ 43,500,000 X.X. Xxxx & Co., Inc. 12,500,000 Company. $ 12,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Xxxxxxx, Sachs & Co. Proceeds to issuer (before offering expenses): $247,570,000 300,000,000 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8113414 November 2, 2009 2006 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 300,000,000 Maturity: December 151, 2019 2036 (30 years) Coupon: 4.255.700% Initial Price to Public: 99.67899.923% per Debenture Yield to Maturitymaturity: 4.295.705% Spread to Benchmark Treasury: +90 bp +0.99% Benchmark Treasury: 3.3754.500% due November February 15, 2019 2036 Benchmark Treasury Yield: 3.3904.715% Interest Payment Dates: June 15 1 and December 151, commencing June 1, 2007 Record Dates: May 15 and November 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES

Nature of Underwriters’ Obligations. The Company acknowledges that in connection with the offering of the Securities: (a) the Underwriters have acted at arms arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WISCONSIN ELECTRIC POWER COMPANY By: /s/ J. Xxxxxxx Xxxx Xxxxx Name: J. Xxxxxxx Xxxx Xxxxx Title: Executive Vice President President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule B. first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxx Xxxxxxx X. Xxxx Title: Managing Director XXXXXXX, XXXXX & CO. By: /s/ XxxxxxxXxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President MITSUBISHI UFJ SECURITIES (USA), Sachs INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & Co. (Xxxxxxx, Xxxxx & Co.) CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other Underwriters named in Schedule A to the foregoing Agreement. SCHEDULE A WISCONSIN ELECTRIC POWER COMPANY Debt Securities Underwriter Aggregate Principal Amount of Securities Barclays Capital Inc. $ 112,500,000 57,500,000 Xxxxxxx, Sachs Xxxxx & Co. 112,500,000 Loop 57,500,000 Mitsubishi UFJ Securities (USA), Inc. 57,500,000 Xxxxxx Xxxxxxx & Co. LLC 57,500,000 KeyBanc Capital Markets Inc. 10,000,000 PNC Capital Markets LLC 12,500,000 Xxxxxx X. Xxxxxxx & Co., Inc. 12,500,000 10,000,000 Total $ 250,000,000 Representatives: Barclays Capital Inc. and Inc., Xxxxxxx, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc. and and Xxxxxx Xxxxxxx & Co. LLC Proceeds to issuer (before offering expenses): $247,570,000 246,817,500 SCHEDULE B Pricing Term Sheet Filed Pursuant to Rule 433(d) Registration Statement No. 333-145083 December 8, 2009 Issuer: Wisconsin Electric Power Company Security: 4.25% Debentures due December 15, 2019 Principal Amount: $250,000,000 Maturity: December 15, 2019 Coupon: 4.25% Initial Price to Public: 99.678% per Debenture Yield to Maturity: 4.29% Spread to Benchmark Treasury: +90 bp Benchmark Treasury: 3.375% due November 15, 2019 Benchmark Treasury Yield: 3.390% Interest Payment Dates: June 15 and December 15, commencing June 15, 2010 Redemption Provisions: The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus accrued interest to the redemption date. Expected Settlement: T+5; December 15, 2009 Ratings*: A1/A-/A+ (Xxxxx’x/S&P/Fitch) CUSIP: 000000XX0 Joint Book-Running Managers: Barclays Capital Inc. Xxxxxxx, Sachs & Co. Co-Managers: Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Co., Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 0-000-000-0000 or Xxxxxxx, Xxxxx & Co. toll-free at 0-000-000-0000. SCHEDULE C ISSUER FREE WRITING PROSPECTUSES