Wisconsin Energy (WEC)

Long-Term Incentive Plans – Awards in Last Fiscal Year

The following table provides information on long-term incentive plan awards in 2005 to the named executive officers.

The table set forth above reflects the award of performance units to the named executive officers in 2005 under the Wisconsin Energy Corporation Performance Unit Plan. Upon vesting, the performance units will be settled in cash in an amount determined by multiplying the number of performance units which have become vested by the fair market value (the average of the high and low sales price on the relevant date) of the Company’s common stock on the date of vesting. The number of performance units ultimately vested is dependent upon WEC’s total stockholder return over a three-year period as compared to the total stockholder return of the Custom Peer Group identified in the “Performance Graph” section of this proxy statement. Several mergers have been announced by companies within the Custom Peer Group. Should these anticipated mergers occur during 2006, the Custom Peer Group will be slightly altered to reflect the merged entities for purposes of vesting of 2005 and 2004 performance awards. Total stockholder return is the calculation of total return (stock price appreciation plus reinvested dividends) based upon an initial investment of $100 and subsequent $100 investments at the end of each quarter during the three-year performance period. The regular vesting schedule for the performance units is as follows:

If the Company’s rank is between the benchmarks identified above, the vesting percentage will be determined by interpolating the appropriate vesting percentage. Except as discussed herein, unvested performance units are immediately forfeited upon a named executive officer’s cessation of employment with WEC prior to completion of the three-year performance period.

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The performance units will vest immediately at the target 100% rate upon (i) the termination of the named executive officer’s employment by reason of disability or death or (ii) a change in control of WEC while the named executive officer is employed by the Company. In addition, a prorated number of performance units (based upon the target 100% rate) will vest upon the termination of employment of the named executive officer by reason of retirement prior to the end of the three-year performance period. Named executive officers will receive a cash dividend when WEC declares a dividend on its common stock in an amount equal to the number of performance units granted to the named executive officer at the target 100% rate multiplied by the amount of the dividend paid on a share of common stock. The performance units have no voting rights attached to them.

Long-Term Incentive Plans – Awards in Last Fiscal Year

The following table provides information on long-term incentive plan awards in 2004 to the named executive officers.

The table set forth above reflects the award of performance shares to the named executive officers in 2004 under the 1993 Ominbus Stock Incentive Plan, as amended. The number of performance shares ultimately vested is dependent upon WEC’s Total Shareholder Return over a three-year period as compared to the Total Shareholder Return of the Custom Peer Group identified in the “Performance Graph” section of this proxy statement. “Total Shareholder Return” is defined as the calculation of total return (stock price appreciation plus reinvested dividends) based upon an initial investment of $100 and subsequent $100 investments at the end of each quarter during the three-year performance period. The regular vesting schedule for the performance shares is as follows:

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If the Company’s rank is between the benchmarks identified above, the vesting percentage will be determined by interpolating the appropriate vesting percentage. Except as discussed herein, unvested performance shares are immediately forfeited upon a named executive officer’s cessation of employment with WEC prior to completion of the three-year performance period.

The performance shares will vest immediately at the target 100% rate upon (i) the termination of the named executive officer’s employment by reason of disability or death or (ii) a change in control of WEC while the named executive officer is employed by the Company. In addition, a prorated number of performance shares will vest upon the termination of employment of the named executive officer by reason of retirement prior to the end of the three-year performance period. Named executive officers will receive a cash dividend when WEC declares a dividend on its common stock in an amount equal to the number of performance shares granted to the named executive officer at the target 100% rate multiplied by the amount of the dividend paid on a share of common stock.