0000107815-03-000006 Sample Contracts

AMENDED AND RESTATED SENIOR OFFICER CHANGE IN CONTROL, SEVERANCE AND NON- COMPETE AGREEMENT
Senior Officer Change in Control, Severance and Non-Compete Agreement • February 28th, 2003 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

WHEREAS, WISCONSIN ENERGY CORPORATION (the "Company") and RICHARD A. ABDOO (the "Executive") entered into a Senior Officer Change in Control, Severance and Non-Compete Agreement as of July 18, 2000 (the "Agreement"); and

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AMENDED AND RESTATED SENIOR OFFICER EMPLOYMENT, CHANGE IN CONTROL, SEVERANCE, SPECIAL PENSION AND NON-COMPETE AGREEMENT
Senior Officer Employment Agreement • February 28th, 2003 • Wisconsin Energy Corp • Electric & other services combined

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

AMENDED AND RESTATED (4/29/02) SENIOR OFFICER EMPLOYMENT, CHANGE IN CONTROL, SEVERANCE AND NON-COMPETE AGREEMENT
Senior Officer Employment, Change in Control, Severance and Non-Compete Agreement • February 28th, 2003 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

WHEREAS, WISCONSIN ENERGY CORPORATION (the "Company") and RICHARD R. GRIGG (the "Executive") entered into a Senior Officer Change in Control, Severance and Non-Compete Agreement as of December 13, 2000 (the "Agreement"); and

AFFILIATED INTEREST AGREEMENT
Affiliated Interest Agreement • February 28th, 2003 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

THIS AGREEMENT is made and entered into this 12th day of December, 2002, by and among Wisconsin Energy Corporation ("Wisconsin Energy"), the Utility Affiliates (as defined below) and the other Nonutility Affiliates (as defined below) in the holding company system of Wisconsin Energy which have become parties hereto by signature below or by endorsement as provided herein.

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