ASSET SALE AGREEMENT

Exhibit 2.1

CONFIDENTIAL

ASSET SALE AGREEMENT

by and among

WISCONSIN ELECTRIC POWER COMPANY,

FPL ENERGY POINT BEACH, LLC, AS BUYER

and

FPL GROUP CAPITAL, INC., AS BUYER’S PARENT

DECEMBER 19, 2006

TABLE OF CONTENTS

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EXHIBITS

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SCHEDULES

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ASSET SALE AGREEMENT

This Asset Sale Agreement, dated as of December 19, 2006 (this " Agreement "), by and between Wisconsin Electric Power Company, a Wisconsin corporation (" Seller ") and wholly owned subsidiary of Wisconsin Energy Corporation, a Wisconsin corporation, FPL Energy Point Beach, LLC, a Wisconsin limited liability company (" Buyer "), and FPL Group Capital, Inc., a Florida corporation and the parent company of Buyer (" Buyer’s Parent "). Seller, Buyer and Buyer’s Parent are referred to individually as a " Party " and collectively as the " Parties ."

W I T N E S S E T H:

WHEREAS, Seller owns the Point Beach Nuclear Plant (" Point Beach "), located near Two Rivers, Wisconsin, and certain facilities and other assets associated therewith and ancillary thereto, in accordance with the NRC Licenses;

WHEREAS, as agent for Seller, Nuclear Management Company, LLC, a Wisconsin limited liability company (" NMC "), has operational responsibility with respect to Point Beach pursuant to (i) a Nuclear Power Plant Operating Services Agreement, dated as of November 23, 1999, by and between Seller and NMC (the " NPPOSA ") and (ii) the NRC Licenses;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of Seller’s right, title and interest in and to the Point Beach Assets, upon the terms and subject to the conditions set forth herein;

WHEREAS, Seller desires to assign to Buyer, and Buyer desires to assume from Seller, the Assumed Liabilities, upon the terms and subject to the conditions set forth herein;

WHEREAS, concurrently with the execution of this Agreement, Seller and Buyer have executed the Transitional Advisory Support Services Agreement, the Interim Operating Agreement and the Power Purchase Agreement, each attached hereto as Exhibit A , Exhibit B and Exhibit C , respectively;

WHEREAS, the Parties desire that Buyer’s Parent support certain of the obligations of Buyer hereunder; and

WHEREAS, concurrently with the execution of this Agreement, Buyer’s Parent has executed the Buyer’s Parent Guaranty, attached hereto as Exhibit D .

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms . As used in this Agreement, the following terms have the meanings specified in this Section 1.1 .

" Additional Requested Rulings " has the meaning set forth in Section 5.15 .

" Affiliate " has the meaning set forth in Rule 12b-2 under the Exchange Act.

" Agreement " has the meaning set forth in the preamble.

" Allocation " has the meaning set forth in Section 2.3(c)(ii) .

" Ancillary Agreements " means the Bill of Sale and Assignment, the Assumption Agreement, the Buyer’s Parent Guaranty, the Deed, Seller’s Right of First Refusal, the Generation Development Option, the Transitional Advisory Support Services Agreement, the Interim Operating Agreement and the Power Purchase Agreement.

" ANI " means American Nuclear Insurers.

" Antitrust Agency " has the meaning set forth in Section 5.6(a) .

" Assumed Liabilities " has the meaning set forth in Section 2.2(a) .

" Assumption Agreement " means the Assumption Agreement between Seller and Buyer, in the form of Exhibit E hereto.

" ATC " means American Transmission Company, LLC, a Wisconsin limited liability company.

" ATC Easement " means the Substation, Transmission Line and Access Easements, granted by Seller to ATC as of January 1, 2001.

" Atomic Energy Act " means the Atomic Energy Act of 1954.

" Basic Requested Rulings " has the meaning set forth in Section 5.15 .

" Basket " has the meaning set forth in Section 7.3(b) .

" Benefit Plans " has the meaning set forth in Section 3.9(a) .

" Bill of Sale and Assignment " means the Bill of Sale and Assignment, in the form of Exhibit F hereto.

" Business Books and Records " has the meaning set forth in Section 2.1(a)(vi) .

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" Business Day " means any day other than Saturday, Sunday and any day on which banking institutions in the State of Wisconsin are authorized by Law or other Governmental Order to close.

" Buyer " has the meaning set forth in the preamble.

" Buyer Benefit Plans " has the meaning set forth in Section 5.9(b) .

" Buyer Disclosure Schedule " means the Buyer Disclosure Schedule delivered by Buyer to Seller on the date hereof.

" Buyer Indemnified Party " means Buyer and each of Buyer’s officers, directors, employees, agents, representatives and Affiliates.

" Buyer Material Adverse Effect " has the meaning set forth in Section 4.3(a) .

" Buyer’s Parent " has the meaning set forth in the preamble.

" Buyer’s Parent Guaranty " means the guaranty executed by Buyer’s Parent for the benefit of Seller, attached hereto as Exhibit D .

" Buyer’s Required Regulatory Approvals " means, collectively, the declarations, filings and registrations with, notices to, and authorizations, consents and approvals of all Governmental Authorities necessary for Buyer to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and for Buyer to consummate the transactions contemplated hereby and thereby and listed in Section 4.3(b) of the Buyer Disclosure Schedule.

" Byproduct Material " means any radioactive material (other than Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation incident to the process of producing or utilizing Special Nuclear Material.

" Capital Budget " means the budget established for capital projects for the Point Beach Assets as set forth on Section 5.1(a) of the Seller Disclosure Schedule, as such budget may be amended by agreement of the Parties.

" Capital Expenditures " has the meaning set forth in Section 2.3(b)(i)(4) .

" Claim " has the meaning set forth in Section 7.4(a) .

" Claim Notice " means written notification of a Claim, specifying the nature of and basis for such Claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such Claim, and such other information as the Indemnifying Party shall reasonably request.

" Closing " has the meaning set forth in Section 2.5 .

" Closing Date " has the meaning set forth in Section 2.5 .

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" Closing Payment " has the meaning set forth in Section 2.3(b)(ii).

" COBRA " means the Consolidated Omnibus Budget Reconciliation Act of 1985 and the rules and regulations promulgated thereunder.

" Code " means the Internal Revenue Code of 1986.

" Collective Bargaining Agreements " means (a) that certain Agreement between Seller, Wisconsin Gas Company, LLC and Local Union No. 2150, IBEW, AFL-CIO, dated September 17, 2004 to August 15, 2007, (b) that certain Agreement between NMC and Local Union No. 2150 IBEW, AFL-CIO – Point Beach Nuclear Plant Planners, Schedulers, and QC Inspectors, dated April 11, 2006 to August 1, 2009, (c) that certain Agreement between NMC and Local Union 2150 IBEW, AFL-CIO – Training, RP and Chemistry Exempt Bargaining Units, dated March 24, 2006 to June 1, 2009, and (d) that certain Agreement between NMC and Local Union 2150 IBEW, AFL-CIO, dated August 25, 2004 to July 31, 2007, or any amendment to or replacement of any of (a) through (d), provided that such amendment or replacement has been negotiated, executed and delivered in accordance with the final provision of Section 5.1(a) of this Agreement.

" Confidentiality Agreement " means the confidentiality agreement, dated July 5, 2006, between Concentric Energy Advisors, Inc. and FPL Energy, LLC.

" CT " means the existing No. 2 fuel oil-fired combustion turbine generator located at the Facilities site.

" Decommission " or " Decommissioning " means to completely retire and remove the Facilities from service and to restore the Site, as well as any planning and administrative activities incidental thereto, including but not limited to (a) the dismantlement and removal of the Facilities and any reduction or removal of radioactivity at the Site to a level that permits termination of the NRC Licenses and unrestricted use of the Site, (b) all other activities necessary for the retirement, dismantlement, decontamination and/or storage of the Facilities to comply with all applicable Laws, including the applicable requirements of the Environmental Protection Agency, Atomic Energy Act, the NRC’s rules, regulations, orders and pronouncements thereunder, and the orders of the PSCW and (c) once the Site is no longer utilized either for power generation of any kind or for the storage of Spent Nuclear Fuel or other Nuclear Material, restoration of the Site to an appropriately graded and vegetated condition, including the replacement of locally-indigenous trees, plants, shrubs, and grasses to conform substantially with the surrounding environs, as appropriate for the intended use of the Site and property thereon. Site restoration shall include removal and disposal of components and materials meeting NRC release criteria, demolition and removal of decontaminated structures to an approximate depth of three feet below grade, and backfilling the Site with clean material, grading and landscaping. The Parties understand and agree that SAFSTOR in accordance with NRC regulations and guidance is a permissible method of decommissioning, provided the decommissioning is completed in accordance with NRC regulations.

" Decommissioning Target " means either (i) in the event that the Additional Requested Rulings described in Section 5.15(b) are obtained prior to the

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Closing Date, the greater of (w) an amount equal to Three Hundred Sixty Million Dollars ($360,000,000) which amount shall be increased by five and a half percent (5.5%) per annum, which shall be compounded daily on and after August 31, 2007 through and including the Closing Date, (x) the amount specified in the Additional Requested Rulings, (y) the minimum amount sufficient to comply with all NRC regulations, orders or directives regarding the adequacy of Decommissioning funding or (z) the amount required by the PSCW, which in no event shall be greater than the amount specified in the immediately following clause (ii); or (ii) in the event that the Additional Requested Rulings described in Section 5.15(b) are not obtained prior to the Closing Date, the fair market value of all of the assets in Seller’s Qualified Decommissioning Fund on the Closing Date.

" Deed " means a special warranty deed conveying the Real Property to Buyer, in the form of Exhibit G hereto.

" Department of Energy " means the United States Department of Energy.

" Department of Energy Claim " means the action previously commenced by Seller for damages through December 31, 2005, resulting from the Department of Energy’s failure to commence the removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel for disposal pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act.

" Department of Energy Decommissioning and Decontamination Fees " means all fees related to the Department of Energy’s Special Assessment of utilities for the Uranium Enrichment Decontamination and Decommissioning Funds pursuant to Sections 1801, 1802 and 1803 of the Atomic Energy Act and the Department of Energy’s implementing regulations at 10 C.F.R. Part 766, applicable to separative work units purchased from the Department of Energy in order to decontaminate and decommission the Department of Energy’s gaseous diffusion enrichment facilities.

" Department of Energy Post-Closing Claim " has the meaning set forth in Section 5.11(b) .

" Department of Energy Potential Claim " means a potential action to be commenced by Seller, in its sole discretion, for damages resulting from the Department of Energy’s failure to commence the removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel for disposal pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act, and attributable to the period commencing on January 1, 2006 and ending on the Closing Date.

" Department of Justice " means the United States Department of Justice.

" Dominion Lease " means the lease, dated February 20, 2006, between Dominion Energy Kewaunee, Inc., a Wisconsin corporation, and NMC, as agent for Seller, with respect to Seller’s backup emergency operations facility and joint public information center.

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" Downgrade Event " means any period of time when Buyer’s Parent’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) are rated below Baa3 by Moody’s Investment Services, Inc. or rated below BBB- by Standard & Poor’s Rating Group.

" Easements " means, with respect to the Point Beach Assets, the easements, licenses and access rights granted by the appropriate party by or pursuant to the Generation-Transmission Interconnection Agreement, the Deed, the ATC Easement, the Generation Development Option, or the Farmland Leases, including easements authorizing access, use, maintenance, construction, repair, replacement and other activities by the parties thereto.

" Encumbrances " means any mortgages, pledges, liens, security interests, conditional and installment sale agreements, activity and use limitations, conservation easements, deed restrictions, easements, encumbrances and charges of any kind.

" Energy Reorganization Act " means the Energy Reorganization Act of 1974.

" ENTOMB " means a method of decommissioning in which radioactive contaminants are encased in a structurally long-lived material, and such entombment structure is appropriately maintained and continued surveillance is carried out until the radioactivity decays to a level permitting decommissioning and ultimate unrestricted release of the property.

" Environment " means all soil, real property, air, water (including surface waters, streams, ponds, drainage basins and wetlands), groundwater, water body sediments, drinking water supply, stream sediments or land, including land surface or subsurface strata, including all fish, plant, wildlife, and other biota and any other environmental medium or natural resource.

" Environmental Claim " means any and all written claims alleging potential Liability, administrative or judicial actions, suits, orders, liens, notices alleging Liability, notices of violation, investigations which have been disclosed in writing to Seller or NMC, complaints, requests for information relating to the Release or threatened Release into the Environment of Hazardous Substances, proceedings, or other written communication, whether criminal or civil, pursuant to or relating to any applicable Environmental Law by any Governmental Authority based upon, alleging, asserting, or claiming any actual or potential (a) violation of, or Liability under any Environmental Law, (b) violation of any Environmental Permit, or (c) Liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, monitoring costs, natural resource damages, property damage, personal injury, fines, or penalties arising out of, based on, resulting from, or related to the presence, Release, or threatened Release into the Environment of any Hazardous Substances at any location related to the Point Beach Assets, including, but not limited to, any off-Site location to which Hazardous Substances, or materials containing Hazardous Substances, were sent.

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" Environmental Clean-up Site " means any location which is listed or formally proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Act Information System, or on any similar state list of sites requiring investigation or cleanup, or which is the subject of any action, suit, proceeding or investigation which has been disclosed in writing to Seller for any alleged violation of any Environmental Law, or at which there has been a Release, or, to the Knowledge of Seller, a threatened Release, of a Hazardous Substance.

" Environmental Laws " means all Laws regarding pollution or protection of the Environment, the conservation and management of land, natural resources and wildlife or human health or the Occupational Safety and Health Act (only as it relates to Hazardous Substances), including Laws regarding Releases or threatened Releases of Hazardous Substances or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Substances. "Environmental Laws" include the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) only as it relates to Hazardous Substances. Notwithstanding the foregoing, "Environmental Laws" do not include Nuclear Laws.

" Environmental Permit " means any federal, state or local permits, licenses, approvals, consents, registrations or authorizations required by any Governmental Authority under or in connection with any Environmental Law including any and all orders, consent orders or binding agreements issued or entered into by a Governmental Authority under any applicable Environmental Law.

" ERISA " means the Employee Retirement Income Security Act of 1974 and the applicable rules and regulations promulgated thereunder.

" ERISA Affiliate " has the meaning set forth in Section 2.2(b)(vii) .

" Estimated Adjustments " has the meaning set forth in Section 2.3(b)(ii).

" Estimated Allocation " has the meaning set forth in Section 2.3(c)(i) .

" Estimated Closing Statement " has the meaning set forth in Section 2.3(b)(ii) .

" Excess Qualified Decommissioning Fund Assets " has the meaning set forth in Section 5.10(b) .

" Exchange Act " means the Securities Exchange Act of 1934, including the rules and regulations promulgated thereunder.

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" Excluded Assets " has the meaning set forth in Section 2.1(b) .

" Excluded Liabilities " has the meaning set forth in Section 2.2(b) .

" Exempt Wholesale Generator " means an exempt wholesale generator as defined in the FERC regulations at 18 C.F.R. § 366.

" Facilities " means the plant, facilities, equipment, supplies and improvements which are included in the Point Beach Assets.

" Farmland Leases " means the leases between Seller and certain local farmers for such farmers’ use of defined portions of the Site.

" FCC " means the United States Federal Communications Commission.

" Federal Power Act " means the Federal Power Act.

" Federal Trade Commission " means the United States Federal Trade Commission.

" FERC " means the United States Federal Energy Regulatory Commission.

" Final Determination " has the meaning set forth in section 1313(a) of the Code (or any similar provision of state or local law).

" FIRPTA Certificate " has the meaning set forth in Section 2.6(h) .

" Fuel Contracts " has the meaning set forth in Section 3.10(a)(ii) .

" GAAP " means United States generally accepted accounting principles.

" Generation Development Option " means the option granted to Seller by Buyer, in the form of Exhibit H hereto.

" Generation-Transmission Interconnection Agreement " means the Generation-Transmission Interconnection Agreement, dated as of November 1, 2000, between ATC and Seller, as revised by the Second Revision issued on January 2, 2002.

" Governmental Authority " means any United States federal, state or local government, or governmental, regulatory, or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

" Governmental Order " means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

" Greater Than Class C Waste " means radioactive waste that contains a radionuclide whose concentration exceeds the value in Table 1 or Table 2 of 10 C.F.R. § 61.55, and therefore is currently not generally acceptable for disposal at existing (near surface) low level radioactive waste disposal facilities.

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" Hazardous Substances " means (a) any petroleum, asbestos, and urea formaldehyde foam insulation and transformers or other equipment that contains polychlorinated biphenyls; and (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "hazardous constituents," "restricted hazardous materials," "extremely hazardous substances," "toxic substances," "contaminants," "pollutants," "toxic pollutants" or "hazardous air pollutants" or words of similar meaning and regulatory effect under any applicable Environmental Law; excluding, however, any Nuclear Material.

" High Level Waste " means (a) irradiated nuclear reactor fuel, (b) liquid wastes resulting from the operation of the first cycle solvent extraction system, or its equivalent, and the concentrated wastes from subsequent extraction cycles, or their equivalent, in a facility for reprocessing irradiated reactor fuel, (c) solids into which such liquid wastes have been converted, or (d) any other material containing radioactive nuclides in concentrations or quantities that exceed NRC requirements for classification as Low Level Waste.

" High Level Waste Repository " means a facility which is designed, constructed and operated by or on behalf of the Department of Energy for the storage and disposal of Spent Nuclear Fuel in accordance with the requirements set forth in the Nuclear Waste Policy Act or subsequent legislation.

" HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

" Income Tax " means any Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including capital gains Taxes and minimum Taxes), or (b) based upon, measured by or calculated with respect to multiple bases (including corporate franchise Taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties or additions to such Tax.

" Indemnified Party " means any Person asserting a claim for indemnification under any provision of Article VII .

" Indemnifying Party " means any Person against whom a claim for indemnification is being asserted under any provision of Article VII .

" Independent Accounting Firm " means an independent accounting firm of national reputation that has not provided services to Seller, Buyer or their respective Affiliates during the two (2) years prior to its engagement pursuant to this Agreement and is mutually appointed by Seller and Buyer.

" Independent Appraiser " means such independent engineering firm or appraiser of national reputation as is mutually appointed by Seller and Buyer.

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" Independent Contractors " means all independent contractors providing security-related, maintenance and other services at the Facilities pursuant to the contracts with Seller or NMC that are listed on Section 3.8(c) of the Seller Disclosure Schedule.

" Initial Transfer Amount " has the meaning set forth in Section 5.9(e)(ii) .

" Inland Tower " means the tower located off-Site (approximately eight miles inland) that comprises one of the three towers in Seller’s meteorological monitoring system.

" Intellectual Property " means all intellectual property rights owned or licensed by Seller, including patents and patent rights, trademarks and trademark rights, service marks and service mark rights, trade names, copyrights and copyright rights, and trade secrets and all pending applications and registrations for any of the foregoing and rights in software, firmware, specifications, designs, drawings, process technology, data, technical information and other proprietary information owned or licensed by Seller in the operation of the Point Beach Assets as presently conducted.

" Interim Operating Agreement " means the Interim Operating Agreement attached hereto as Exhibit B , between Seller and Buyer.

" IRS " means the United States Internal Revenue Service.

" Knowledge " means, with respect to any Person, the actual knowledge (after reasonable inquiry, including, in the case of Seller, reasonable inquiry of the appropriate officers and managers of NMC) of such Person or its officers or managers (and, in the case of Buyer, also includes the officers or managers of Buyer’s Parent) who are charged with responsibility for the particular function relating to the specific matter of the inquiry.

" Law " means all laws, rules, regulations, codes, statutes, ordinances, treaties and Governmental Orders.

" Liability " means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) other than any liability for Taxes.

" Loss " means any and all damages, fines, penalties, deficiencies, losses and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment and specifically excluding any consequential damages or loss of profits).

" Low Level Waste " means radioactive material that (a) is neither Spent Nuclear Fuel, nor byproduct material (as defined in Section 11e.(2) of the Atomic Energy Act) and (b) the NRC, consistent with existing Law and in accordance with clause (a), classifies as low-level radioactive waste.

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" Material Adverse Effect " means any change in, or effect on, the business, financial condition or operations of the Point Beach Assets, taken as a whole, that is or likely would be materially adverse to the long-term value of the Point Beach Assets, taken as a whole, (i) on or prior to the Closing Date or (ii) likely would occur within one (1) year following the Closing Date. Notwithstanding the foregoing, a "Material Adverse Effect" shall not include (A) any change (or changes taken together) generally affecting the international, national, regional or local electric industry, the nuclear power industry, including changes in local wholesale or retail markets for electric power or Nuclear Fuel, or national, regional or local electric transmission systems or operations thereof, (B) any change (or changes taken together) generally applicable to United States or global economic conditions, (C) any change in any Law generally applicable to similarly situated Persons, (D) any change in the application or enforcement of any Law by any Governmental Authority with respect to the Facilities or to similarly situated Persons, unless such change in application or enforcement prohibits consummation of the transactions contemplated by this Agreement, (E) any changes resulting from or associated with acts of war or terrorism or changes imposed by a Governmental Authority associated with additional security to address concerns of terrorism, (F) any change or effect resulting from the execution of this Agreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby or the public announcement hereof, (G) any change or effect resulting from a breach by Buyer or any of its Affiliates of the Transitional Advisory Support Services Agreement or the Interim Operating Agreement, (H) any change or effect resulting from the failure of Buyer to consent to any of the actions proscribed by Section 5.1 or (I) any change or effect resulting from action or inaction by a Governmental Authority, including with respect to an independent system operator or retail access in Wisconsin.

" MPSC " means Michigan Public Service Commission.

" NEIL " means Nuclear Electric Insurance Limited.

" NMC " has the meaning set forth in the recitals.

" NMC Assets " means all tangible assets, if any, used primarily in the maintenance or operation of Point Beach and owned by NMC.

" NMC Intellectual Property " means the intellectual property rights owned or licensed by NMC for the software set forth Section 5.4(d) of the Seller Disclosure Schedule.

" NMC Bargaining Unit Employee " means an employee of NMC or an Affiliate of NMC who receives an IRS Form W-2 from NMC or an Affiliate of NMC, who is employed as of the Closing Date, who is employed at Point Beach or whose work responsibilities involve principally the operation of any of the Point Beach Assets, and who is covered by a Collective Bargaining Agreement. "NMC Bargaining Unit Employees" shall include such employees who are actively at work or those employees who are absent from active service due to illness or authorized leave of absence and those on active military duty.

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" NMC Bargaining Unit Transferred Employee " has the meaning set forth in Section 5.9(a)(i) .

"Non-Bargaining Unit Employee " means an employee of Seller, NMC or an Affiliate of Seller or NMC, who receives an IRS Form W-2 from Seller, NMC or an Affiliate of Seller or NMC, who is employed as of the Closing Date, who is employed at Point Beach or whose work responsibilities involve principally the operation of any of the Point Beach Assets, other than any employee who is covered by a Collective Bargaining Agreement. "Non-Bargaining Unit Employees" shall include such employees who are actively at work or those employees who are absent from active service due to illness or authorized leave of absence and those on active military duty.

" Non-Bargaining Unit Transferred Employee " has the meaning set forth in Section 5.9(a)(i) .

" Non-Nuclear Fuel Inventories " means materials, spare parts, consumable supplies, diesel and other fuel supplies (other than Nuclear Fuel) and chemical and gas inventories relating to the operation of the Facilities located at, or in transit to, the Facilities and spare parts located off-Site.

" Non-Material Contracts " means those contracts, agreements, purchase orders, personal property leases or other commitments incidental to the operation or maintenance of the Point Beach Assets that have been entered into by Seller in the ordinary course of business prior to the Closing which either (i) are terminable, without penalty or any other termination related Liability, upon notice of 90 days or less by Seller or (ii) require the payment or delivery of goods or services with a value of less than Two Hundred Fifty Thousand Dollars ($250,000) per annum in the case of any individual contract, agreement, lease or other commitment.

" NPPOSA " has the meaning set forth in the recitals.

" NRC " means the United States Nuclear Regulatory Commission.

" NRC Commitments " means all written regulatory commitments identified as such by Seller to the NRC.

" NRC Licenses " means Operating License No. DPR-24 and Operating License No. DPR-27, including Technical Specifications and amendments thereto as issued from time to time by the NRC, on the basis of which Seller is authorized to possess the Facilities and Nuclear Material and NMC is authorized to use, possess and operate the Facilities and Nuclear Material prior to the Closing Date, and on the basis of which Buyer will be authorized to use, possess and operate the Facilities and Nuclear Material after the Closing Date and, pursuant to the Interim Operating Agreement, prior to the Closing Date.

" Nuclear Fuel " means all nuclear fuel assemblies in the Facilities’ reactors on the Closing Date and any irradiated fuel assemblies that have been temporarily removed from the Facilities’ reactors as of the Closing Date and are capable of

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reinsertion into the Facilities’ reactors without modification or additional cost, and all unirradiated fuel assemblies awaiting insertion into the Facilities’ reactors, as well as all nuclear fuel constituents (including uranium in any form and separative work units) in any stage of the fuel cycle that are in process of production, conversion, enrichment or fabrication for use in the Facilities and which are owned by Seller, or in which Seller has any right, title or interest, on the Closing Date.

" Nuclear Fuel Inventories " means Nuclear Fuel or alternative fuel inventories relating to the operation of the Facilities located at, or in transit to, or being held by third parties on behalf of, the Facilities and any related spare parts located off-Site.

" Nuclear Insurance Policies " means all nuclear insurance policies carried by or for the benefit of Seller with respect to the ownership, operation or maintenance of the Facilities, including all nuclear liability, property damage, decontamination, decommissioning and business interruption policies in respect thereof. Without limiting the generality of the foregoing, the term "Nuclear Insurance Policies" includes all policies issued or administered by ANI or NEIL.

" Nuclear Laws " means all Laws relating to the regulation of nuclear power plants, Source Material, Byproduct Material and Special Nuclear Materials; the regulation of Low Level Waste and Spent Nuclear Fuel; the transportation and storage of Nuclear Materials; the regulation of Safeguards Information; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal and storage of Spent Nuclear Fuel; contracts for and payments into the Nuclear Waste Fund; and as applicable, the antitrust laws and the Federal Trade Commission Act to specified activities or proposed activities of certain licensees of commercial nuclear reactors, but shall not include Environmental Laws. "Nuclear Laws" include the Atomic Energy Act of 1954 (42 U.S.C. §§ 2011 et seq.), the Price-Anderson Act (Section 170 of the Atomic Energy Act of 1954); the Energy Reorganization Act of 1974 (42 U.S.C. §§ 5801 et seq.); Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97-351; 96 Stat. 1663); the Foreign Assistance Act of 1961 (22 U.S.C. § 2429 et seq.); the Nuclear Non-Proliferation Act of 1978 (22 U.S.C. § 3201); the Low-Level Radioactive Waste Policy Act (42 U.S.C. §§ 2021b et seq.); the Nuclear Waste Policy Act (42 U.S.C. §§ 10101 et seq.); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. §§ 2021d, 471); the Energy Policy Act of 1992 (4 U.S.C. §§ 13201 et seq.); the Energy Policy Act of 2005; the provisions of 10 CFR § 73.21, and any state or local Law analogous to the foregoing.

" Nuclear Material " means Source Material, Special Nuclear Material, Low Level Waste, Greater Than Class C Waste, High Level Waste, Byproduct Material and Spent Nuclear Fuel.

" Nuclear Waste Fund " means the fund established by Section 302(c) of the Nuclear Waste Policy Act in which the Spent Nuclear Fuel Fees to be used for the design, construction and operation of a High Level Waste Repository and other activities related to the storage and disposal of Spent Nuclear Fuel is deposited.

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" Nuclear Waste Policy Act " means the Nuclear Waste Policy Act of 1982.

" Observers " has the meaning set forth in Section 5.1(c) .

" Owned Intellectual Property " has the meaning set forth in Section 3.17 .

" Party " has the meaning set forth in the preamble.

" PBGC " means the Pension Benefit Guaranty Corporation established by ERISA.

" Pension Plan Employees " has the meaning set forth in Section 5.9(e)(i) .

" Permits " has the meaning set forth in Section 3.12(a) .

" Permitted Encumbrances " means: (i) the Easements; (ii) those exceptions to title to the Point Beach Assets listed on Section 3.5(d) of the Seller Disclosure Schedule with respect to Real Property; (iii) statutory liens for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith; (iv) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business which do not individually or in the aggregate exceed $1,000,000; (v) zoning, entitlement, conservation restriction and other land use and environmental regulations imposed by Governmental Authorities; (vi) easements, restrictions, covenants and other matters of record, and the covenants and restrictions set forth in this Agreement or in any of the Ancillary Agreements; and (vii) such other liens, imperfections in or failures of title, easements, leases, licenses, restrictions, activity and use limitations, conservation easements, encumbrances and encroachments, as do not, individually or in the aggregate, materially detract from the value of the Point Beach Assets as such assets are currently used or materially interfere with the present use or operation of the Point Beach Assets or have a Material Adverse Effect.

" Permitted Hire Date " has the meaning set forth in Section 5.9(c) .

" Person " means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, association, or governmental entity or any political subdivision, department or agency thereof.

" Plans " has the meaning set forth in Section 2.2(b)(vii) .

" Point Beach " has the meaning set forth in the recitals.

" Point Beach Assets " has the meaning set forth in Section 2.1(a) .

" Point Beach Defined Benefit Plan " has the meaning set forth in Section 5.9(e)(i) .

" Point Beach Retiree Coverages " has the meaning set forth in Section 5.9(b) .

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" Post-Closing Adjustment " has the meaning set forth in Section 2.3(b)(iii) .

" Post-Closing Decommissioning Trust Agreement " means the decommissioning trust agreement between Buyer and the Trustee pursuant to which any assets of the Qualified Decommissioning Fund to be transferred by Seller at Closing pursuant to Section 5.10 hereof will be held in trust.

" Post-Closing Statement " has the meaning set forth in Section 2.3(b)(iii) .

" Power Purchase Agreement " means the Power Purchase Agreement between Seller and Buyer attached as Exhibit C1 or Exhibit C2 hereto, as applicable.

" Price-Anderson Act " means Section 170 of the Atomic Energy Act and related provisions of Section 11 of the Atomic Energy Act.

" Proposed Post-Closing Adjustment " has the meaning set forth in Section 2.3(b)(iii) .

" Proprietary Information " (i) with respect to information provided by Seller to Buyer, has the meaning set forth in the Confidentiality Agreement and (ii) with respect to information provided by Buyer to Seller, means information relating to the financing or operation and maintenance, actual or proposed, of the Point Beach Assets and any financial, operational or other information concerning Buyer or its Affiliates or their respective assets and properties furnished by Buyer or its Representatives to Seller or its Representatives, whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished; but does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Seller or its Representatives, (b) was available to Seller or its Representatives on a non-confidential basis prior to its disclosure by Buyer or its Representatives or (c) becomes available on a non-confidential basis from a person other than Buyer or its Representatives who is not otherwise bound by a confidentiality agreement with Buyer or its Representatives, or is otherwise not under any obligation to Buyer or its Representatives not to transmit the information to Seller or its Representatives.

" Prudent Utility Practices " means any of the practices, methods and activities generally accepted in the electric utility industry in the United States of America as good practices applicable to nuclear generating facilities of similar design, size and capacity or any of the practices, methods or activities which, in the exercise of reasonable judgment by a prudent nuclear operator in light of the facts known at the time the decision was made (other than the fact that such operator is in the process of selling the Facilities), could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, expedition and applicable Laws including Nuclear Laws and Laws relating to the protection of public health and safety. "Prudent Utility Practices" is not intended to be limited to the optimal practices, methods or acts to the exclusion of all others, but rather to be practices, methods or acts generally accepted in the electric utility industry in the United States.

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" PSCW " means the Public Service Commission of Wisconsin.

" Purchase Price " has the meaning set forth in Section 2.3(a) .

" Qualified Decommissioning Fund " means, with respect to Seller, Seller’s external trust funds for purposes of Decommissioning that meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-5 and are maintained by Seller with respect to the Facilities prior to Closing pursuant to Seller’s Decommissioning Trust Agreement and, with respect to Buyer, Buyer’s external trust funds for purposes of Decommissioning that meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-6(b)(2) and are maintained by Buyer after the Closing pursuant to the Post-Closing Decommissioning Trust Agreement.

" Real Property " has the meaning set forth in Section 2.1(a)(i) .

" Release " means any actual or, to the Knowledge of Seller, threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Substance into the Environment or within any building, structure, facility or fixture; provided , however , that "Release" shall not include any release that is permissible under applicable Environmental Laws or Environmental Permits.

" Remediation " means action of any kind required by any applicable Law or order of a Governmental Authority to address a Release, the threat of a Release or the presence of Hazardous Substances at the Site or an off-Site location including any or all of the following activities to the extent they relate to or arise from the presence of a Hazardous Substance at the Site or an off-Site location: (a) monitoring, investigation, assessment, treatment, cleanup, containment, removal, mitigation, response or restoration work; (b) obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such activity; (c) preparing and implementing any plans or studies for any such activity; (d) obtaining a written notice from a Governmental Authority with jurisdiction over the Site or an off-Site location under Environmental Laws that no material additional work is required by such Governmental Authority; (e) the use, implementation, application, installation, operation or maintenance of remedial action on the Site or an off-Site location, remedial technologies applied to the surface or subsurface soils, excavation and off-Site treatment or disposal of soils, systems for long term treatment of surface water or ground water, engineering controls or institutional controls; and (f) any other activities required under Environmental Laws to address the presence or Release of Hazardous Substances at the Site or an off-Site location.

" Replacement Defined Benefit Plan " has the meaning set forth in Section 5.9(e)(i) .

" Replacement Retiree Coverages " has the meaning set forth in Section 5.9(b) .

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" Representatives " of a Party means the Party and its Affiliates and their respective directors, officers, employees, agents, partners, advisors (including accountants, counsel, environmental consultants, financial advisors and other authorized representatives) and parents and other controlling Persons.

" Requested Rulings " has the meaning set forth in Section 5.15 .

" Safeguards Information " means information that is required to be protected under the terms of 10 C.F.R. § 73.21.

" SAFSTOR " means a method of decommissioning in which a nuclear facility is placed and maintained in such condition that such facility can be safely stored and subsequently decontaminated to levels that permit release for unrestricted use.

" SEC " means the United States Securities and Exchange Commission.

" Securities Act " means the Securities Act of 1933, including the rules and regulations promulgated thereunder.

" Seller " has the meaning set forth in the preamble.

" Seller Bargaining Unit Employee " means an employee of Seller or an Affiliate of Seller who receives an IRS Form W-2 from Seller or an Affiliate of Seller, who is employed as of the Closing Date, who is employed at Point Beach or whose work responsibilities involve principally the operation of any of the Point Beach Assets, and who is covered by a Collective Bargaining Agreement. "Seller Bargaining Unit Employees" shall include such employees who are actively at work or those employees who are absent from active service due to illness or authorized leave of absence and those on active military duty.

" Seller Bargaining Unit Transferred Employee " has the meaning set forth in Section 5.9(a)(i) .

" Seller Disclosure Schedule " means the Seller Disclosure Schedule delivered by Seller to Buyer on the date hereof.

" Seller Indemnified Party " means Seller and each of Seller’s officers, directors, employees, agents, representatives and Affiliates.

" Seller’s Agents " has the meaning set forth in Section 5.1(c) .

" Seller’s Agreements " has the meaning set forth in Section 3.10(a)(i) .

" Seller’s Decommissioning Trust Agreement " means the Amended and Restated Decommissioning Trust Agreement, dated December 19, 2003, by and between Seller and The Northern Trust Company, an Illinois corporation, as Trustee.

" Seller’s Required Regulatory Approvals " means, collectively, the declarations, filings and registrations with, notices to, and authorizations, consents and

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approvals of all Governmental Authorities necessary for Seller to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and for Seller to consummate the transactions contemplated hereby and thereby and listed in Section 3.3(b) of the Seller Disclosure Schedule.

" Seller’s Right of First Refusal " means the Right of First Refusal granted to Seller by Buyer, in the form of Exhibit I hereto.

" Senior Financial Officer " means, with respect to Buyer or an Affiliate of Buyer, a senior financial officer of such entity with financial and accounting expertise reasonably satisfactory to Seller.

" Site " means the parcels of land included in the Real Property, including the surface and subsurface elements and the soils and groundwater present at the Site. Any references to items "at the Site" shall include all items at, in, on, upon, over, across, under, and within the Site.

" Source Material " means: (1) uranium, thorium, or any combination thereof, in any physical or chemical form, or (2) ores which contain by weight one-twentieth of one percent (0.05%) or more of uranium, thorium, or any combination thereof. "Source Material" does not include Special Nuclear Material.

" Special Nuclear Material " means plutonium, uranium-233, uranium enriched in the isotope-233 or in the isotope-235, and any other material that the NRC determines to be "Special Nuclear Material" but does not include Source Material. "Special Nuclear Material" also refers to any material artificially enriched by any of the above-listed materials or isotopes but does not include Source Material.

" Spent Nuclear Fuel " means fuel that has been permanently withdrawn from a nuclear reactor following irradiation, and has not been chemically separated into its constituent elements by reprocessing. Spent Nuclear Fuel includes the Special Nuclear Material, Byproduct Material, Source Material, Greater Than Class C Waste, and other radioactive materials associated with Nuclear Fuel assemblies.

" Spent Nuclear Fuel Fees " means those fees assessed on electricity generated at Point Beach and sold pursuant to the Standard Spent Fuel Disposal Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961.

" Standard Spent Fuel Disposal Contract " means the Contract for Disposal of Spent Nuclear Fuel and/or High Level Radioactive Waste, No. DE-CR01-83NE44425, dated April 7, 1983, entered into between Seller and the United States of America, represented by the Department of Energy, which shall be deemed a Seller’s Agreement under this Agreement.

" Tangible Personal Property " has the meaning set forth in Section 2.1(a)(iii) .

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" Tax " means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local, provincial or foreign taxing authority, including but not limited to, income, gross receipts, excise, real or personal property, sales, transfer, customs, duties, franchise, payroll, withholding, social security, receipts, license, stamp, occupation, employment, or other taxes, including any interest, penalties or additions attributable thereto, and any payments to any state, local, provincial or foreign taxing authorities in lieu of any such taxes, charges, fees, levies or assessments.

" Tax Return " means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) required to be supplied to any Governmental Authority with respect to Taxes including amendments thereto, including any information return filed by a tax exempt organization and any return filed by a nuclear decommissioning trust.

" Termination Date " has the meaning set forth in Section 8.1(b) .

" Title Commitment " means a title insurance commitment substantially in the form attached hereto as Exhibit K .

" Total Transfer Amount " has the meaning set forth in Section 5.9(e)(iii) .

" Transferable Permits " means those Permits and Environmental Permits identified on Schedule 2.1(a)(v) .

" Transferred Employee Records " means all records related to Transferred Employees, including the following information: (i) skill and development training, (ii) seniority histories, (iii) salary and benefit information, (iv) Occupational, Safety and Health Administration reports, (v) active medical restriction forms, (vi) fitness for duty, (vii) disciplinary actions, (viii) job performance appraisals and/or evaluations, (ix) employment applications, (x) bonuses, (xi) job history, (xii) access authorization records, (xiii) radiation exposure records, (xiv) direct deposit financial institution data and (xv) accrued and unused sick or vacation leave.

" Transferred Employees " has the meaning set forth in Section 5.9(a)(i) .

" Transfer Taxes " means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

" Transition Committee " has the meaning set forth in Section 5.1(b) .

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" Transitional Advisory Support Services Agreement " means the Transitional Advisory Support Services Agreement attached hereto as Exhibit A , between Seller and Buyer.

" Transmission and Switchyard Facilities " has the meaning set forth in Section 2.1(b)(i) .

" True-Up Amount " has the meaning set forth in Section 5.9(e)(iii) .

" Trustee " means, with respect to Seller prior to the Closing, the trustee of the Qualified Decommissioning Fund appointed by Seller pursuant to Seller’s Decommissioning Trust Agreement and, with respect to Buyer after the Closing, the trustee appointed pursuant to the Post-Closing Decommissioning Trust Agreement.

" WARN Act " means the Worker Adjustment and Retraining Notification Act of 1988.

" WARN Certificate " has the meaning set forth in Section 5.9(g)(i) .

Section 1.2 Terms Generally . Unless otherwise required by the context in which any term appears:

(a) Capitalized terms used in this Agreement shall have the meanings specified in this Article I .

(b) The singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter.

(c) References to "Articles", "Sections", "Schedules" or "Exhibits" shall be to articles, sections, schedules or exhibits of or to this Agreement, and references to "paragraphs" or "clauses" shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs.

(d) The words "herein," "hereof" and "hereunder" shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; and the words "include," "includes" or "including" shall mean "including, without limitation."

(e) The term "day" shall mean a calendar day, commencing at 12:00 a.m. (Central Time). The term "week" shall mean any seven consecutive day period commencing on a Sunday, and the term "month" shall mean a calendar month; provided , that when a period measured in months commences on a date other than the first day of a month, the period shall run from the date on which it starts to the corresponding date in the next month and, as appropriate, to succeeding months thereafter. Whenever an event is to be performed or a payment is to be made by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided , however , that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.

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(f) All references to a particular entity shall include such entity’s successors and permitted assigns unless otherwise specifically provided herein.

(g) All references herein to any Law or to any contract or other agreement shall be to such Law, contract or other agreement as amended, supplemented or modified from time to time unless otherwise specifically provided herein.

ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale .

(a) Upon the terms and subject to the conditions of this Agreement, at or prior to the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, assume and accept from Seller, all of Seller’s right, title and interest in and to all of the assets, wherever located, primarily used in, or primarily relating to, the ownership, maintenance or operation of Point Beach, other than the Excluded Assets (the assets to be purchased by Buyer being referred to as the " Point Beach Assets "), including the following:

(i) The land described on Schedule 2.1(a)(i) (which land comprises the Site), together with all buildings, facilities, fixtures and other improvements thereon, including the Facilities (but excluding any personal property of Seller thereon) and the Inland Tower and all Seller’s rights arising out of the ownership thereof or appurtenances thereto, including all related easements and rights of ingress and egress and the water intake and discharge structures (collectively, the " Real Property ");

(ii) All Nuclear Material, Nuclear Fuel Inventories and Non-Nuclear Fuel Inventories that are owned by Seller (or in which Seller has any right, title or interest) on the Closing Date, wherever located;

(iii) All machinery, mobile or otherwise, equipment (including computer hardware and software and transferable rights thereto and communications equipment), vehicles, tools, spare parts, materials, works in progress, furniture and furnishings and other items of personal property owned by Seller and used primarily in connection with the ownership, maintenance or operation of the Facilities, including the items of personal property listed on Schedule 2.1(a)(iii) (collectively, the " Tangible Personal Property ");

(iv) Subject to Section 5.4(d) , all rights of Seller under the Fuel Contracts, the Non-Material Contracts, the Farmland Leases, the ATC Easement, the Dominion Lease, the Generation-Transmission Interconnection Agreement and the Seller’s Agreements that have not been identified on Schedule 2.1(b)(xiv) as Excluded Assets;

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(v) All Transferable Permits which are set forth on Schedule 2.1(a)(v) ;

(vi) All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating primarily to the design, construction, licensing or operation of the Facilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, environmental reports made to Governmental Authorities and records maintained in compliance with Environmental Laws and regulations, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating primarily to the Facilities, whether existing in hard copy or magnetic or electronic form, subject to the right of Seller to retain copies of such records for its use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller’s reasonable and lawful purposes following the Closing Date (collectively, the " Business Books and Records ");

(vii) All unexpired, transferable warranties and guarantees from third parties with respect to any item of Real Property or Tangible Personal Property;

(viii) The name "Point Beach Nuclear Plant" or "Point Beach" as used as a designation attached to or associated with the Facilities and any derivative tradenames, trademarks, servicemarks, or logos;

(ix) The Intellectual Property listed on Section 3.17 of the Seller Disclosure Schedule;

(x) All meters owned by Seller that are located at the Site;

(xi) Subject to Section 5.10 and Section 5.15 , the assets comprising Seller’s Qualified Decommissioning Fund, including all profits, dividends, income, interest and earnings accrued thereon, together with all related tax, accounting and other records for such assets, including all decommissioning studies, analyses, cost estimates and any information relating to the Tax basis of the such assets;

(xii) To the extent transferable, all Nuclear Insurance Policies with ANI and associated rights relating to the Facilities, excluding premium refunds described in Section 2.1(b)(iv) ;

(xiii) The radio licenses set forth on Schedule 2.1(a)(xiii) ;

(xiv) Subject to Buyer’s obligations under Section 7.2(a) , the rights of Seller in and to any causes of action, claims (including rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date with respect to periods after the Closing Date) and defenses against

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third parties (including indemnification and contribution) relating to any Assumed Liabilities; provided , that Seller will retain the right to prosecute the Department of Energy Claim and the Department of Energy Potential Claim;

(xv) The Transferred Employee Records, to the extent permitted by Law, subject to the right of Seller to retain copies of such records for its reasonable and lawful use and subject to the obligation of Buyer to preserve such records and make such records available to Seller as reasonably necessary for Seller’s reasonable and lawful purposes following the Closing Date;

(xvi) All assignable right, title and interest of Seller to the NRC Licenses;

(xvii) All rights of Seller in property, assets, leases and agreements used or usable in providing emergency warning or associated with emergency preparedness as set forth on Schedule 2.1(a)(xvii) ;

(xviii) The pension assets described in and subject to Section 5.9(e) ;

(xix) The NMC Intellectual Property and the NMC Assets (it being understood that Seller’s obligation to convey such assets shall be limited to the covenants contained in Section 5.4(d) and Section 5.4(g) ); and

(xx) All other assets and properties of every kind and description and wherever located, owned by Seller and primarily used in, or primarily related to, the Point Beach Assets.

(b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase and accept, and the Point Beach Assets shall not include, any of Seller’s right, title and interest in and to any of the following assets (the " Excluded Assets "):

(i) The transmission and switchyard facilities owned by ATC (the " Transmission and Switchyard Facilities ");

(ii) All of the assets of Seller comprising any fund relating to Decommissioning other than Seller’s Qualified Decommissioning Fund;

(iii) Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities relating to the Facilities or the Site, including Seller’s equity interest in NMC, except such assets comprising the Qualified Decommissioning Fund or assets transferred pursuant to Section 5.10 ;

(iv) All rights to premium refunds and distributions made on or after the Closing with respect to periods on or prior to the Closing under

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Nuclear Insurance Policies of Seller with ANI, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing pursuant to the ANI nuclear industry credit rating plan;

(v) Seller’s policyholder interest under its Nuclear Insurance Policies with NEIL, including rights to any premium refunds or other distributions made on or after the Closing;

(vi) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other receivables relating to Taxes, in each case relating to the Point Beach Assets, except to the extent such assets are included in Seller’s Qualified Decommissioning Fund (subject to Section 5.10 and Section 5.15) ;

(vii) All assets relating to the Benefit Plans, whether or not held in trust, except as provided in Section 5.9(e) ;

(viii) The rights of Seller and its Affiliates to the names "Wisconsin Electric Power Company," "Wisconsin Energy Corporation" or "We Energies" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof;

(ix) All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity or energy or for the purchase or sale of transmission or ancillary services;

(x) Other than those provided for in Section 2.1(a)(xiv) , the rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) any Real Property or Tangible Personal Property, Permits, Taxes, the Seller’s Agreements, Fuel Contracts or the Non-Material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Point Beach Assets and to the extent relating to any period prior to the Closing, (ii) the Excluded Assets, or (iii) the Excluded Liabilities;

(xi) All personnel records of Seller, NMC and their respective Affiliates relating to the Facilities or the Site, except, to the extent permitted by applicable Law, the Transferred Employee Records;

(xii) Any and all of Seller’s rights in any contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like;

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(xiii) To the extent not otherwise provided for in this Section 2.1(b) , any refund or credit (i) related to Taxes paid by Seller with respect to periods (or portions thereof) that end on or prior to the Closing Date in respect of the Point Beach Assets, whether such refund is received as a payment or as a credit against future Taxes, or (ii) arising under any agreement which is included in the Point Beach Assets and relates to a period (or portion thereof) ending on or prior to the Closing Date;

(xiv) All rights of Seller under those contracts, agreements, purchase orders, personal property leases and other commitments set forth on Schedule 2.1(b)(xiv) ;

(xv) All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating exclusively to the Excluded Assets or the Excluded Liabilities, and operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating exclusively to the Excluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form;

(xvi) The minute books from meetings of the board of directors and stockholder of Seller, the stock records and corporate seal of Seller and the Tax Returns and records relating to Taxes of Seller;

(xvii) All rights of Seller under this Agreement and the Ancillary Agreements;

(xviii) Other than the NMC Intellectual Property and the NMC Assets, all other tangible and intangible assets used in the maintenance or operation of Point Beach and owned by NMC; and

(xix) All other assets and properties of every kind and description and wherever located, directly or indirectly, owned or held for use by Seller and its Affiliates and not primarily used in, or primarily related to, the Point Beach Assets.

Section 2.2 Assumption and Exclusion of Liabilities .

(a) Assumed Liabilities . Except as expressly provided in Section 2.2(b) , upon the terms and subject to the conditions set forth in this Agreement, Buyer shall, on the Closing Date, assume, agree to pay, perform and discharge when due any and all, and indemnify and hold Seller harmless from and against any and all Losses attributable to, liabilities of Seller relating to the Point Beach Assets, including the following liabilities (the " Assumed Liabilities "):

(i) All Liabilities of Seller arising on or after the Closing Date with respect to the ownership, operation, use or maintenance of the Point

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Beach Assets, and all Liabilities of Seller arising on or after the Closing Date under the Seller’s Agreements, the Fuel Contracts, the Dominion Lease, the Farmland Leases, the Non-Material Contracts, the Generation-Transmission Interconnection Agreement and the Transferable Permits in accordance with the terms thereof, including all Liabilities of Seller arising on or after the Closing Date relating to the contracts, licenses, agreements and personal property leases entered into with respect to the Point Beach Assets after the date hereof consistent with the terms of this Agreement, except to the extent such Liabilities, but for a breach or default by Seller or a related waiver or extension, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or the passage of time would constitute a default by Seller;

(ii) All Liabilities of Seller and NMC under the employment agreements listed on Section 3.8(b) of the Seller Disclosure Schedule arising on or after the Closing Date;

(iii) All Liabilities of Seller and NMC under the Collective Bargaining Agreements arising on or after the Closing Date;

(iv) All Liabilities of Seller and NMC under Seller’s and NMC’s agreements with contractors providing for security-related and other services by Independent Contractors at the Facilities, which agreements are listed on Section 3.8(c) of the Seller Disclosure Schedule arising on or after the Closing Date;

(v) All Liabilities of Seller and NMC with respect to the Transferred Employees and Independent Contractors, including all Liabilities relating to personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practice, or constructive termination of any individual, or similar claim or cause of action attributable to any actions or inaction of Buyer on or after the Closing Date;

(vi) All Liabilities of Seller under or related to Environmental Laws, Environmental Permits, Nuclear Laws or the common law with respect to the Site, including, all Liabilities for the off-Site transportation, off-Site disposal, off-Site storage and off-Site Release of Hazardous Substances prior to the Closing Date; provided , that Buyer does not assume any Liability for the off-Site transportation, off-Site disposal or off-Site Release of Nuclear Material prior to the Closing Date; provided , further , that for purposes of this Section 2.2 , "off-Site" does not include any location adjoining the Site to which Nuclear Material disposed of or Released at the Site have migrated;

(vii) All Liabilities associated with or arising from the Point Beach Assets in respect of Taxes for which Buyer is liable pursuant to Section 2.4 or Section 5.7 ;

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(viii) All Liabilities with respect to Transferred Employees for which Buyer is responsible pursuant to Section 5.9 ;

(ix) With respect to the Point Beach Assets, all Liabilities for any Taxes (i) that may be imposed by any Governmental Authority on the ownership, sale, operation or use of the Point Beach Assets on or after the Closing Date and that relate to periods on or after such Closing Date or (ii) that relate to or arise from the Point Beach Assets with respect to taxable periods (or portions thereof) beginning on or after the Closing Date (except for any Income Taxes imposed upon Seller arising from the sale of the Point Beach Assets, any Taxes imposed upon Seller or Seller’s Qualified Decommissioning Fund as a result of the transactions contemplated by this Agreement, any Income Taxes attributable to income actually received and retained by Seller and any Taxes imposed upon Seller under Section 5.7 );

(x) All Liabilities of Seller to Decommission the Facilities and the Site and to dispose of Nuclear Material located at, in, on or under the Site on or after the Closing Date;

(xi) All Liabilities for Department of Energy Decommissioning and Decontamination Fees relating to the Facilities and the Site incurred on or after the Closing Date;

(xii) All Liabilities of Seller associated with (i) the Nuclear Fuel from and after the Closing Date and (ii) the management, storage, removal, transportation and disposal on and after the Closing Date of all Spent Nuclear Fuel and other Nuclear Material located at or associated with Point Beach;

(xiii) All obligations of Seller arising on or after the Closing Date to pay to ANI any additional premiums due to audit assessments performed on or after the Closing Date;

(xiv) All Liabilities of Seller arising under or relating to Nuclear Laws or relating to any claim in respect of Nuclear Fuel or Nuclear Materials arising out of the ownership or operation of the Point Beach Assets on or after the Closing Date, including any and all Liabilities to third parties (including employees) for personal injury, property damage or tort, or similar causes of action arising out of the ownership, maintenance or operation of the Point Beach Assets on or after the Closing Date, including Liabilities arising out of or resulting from an "extraordinary nuclear occurrence," a "nuclear incident" or a "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Site or any other site on or after the Closing Date, including Liability for any deferred premiums assessed in connection with such an extraordinary nuclear occurrence, nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established

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in compliance with the requirements imposed under Section 170 of the Atomic Energy Act, 10 C.F.R. Part 140, and 10 C.F.R. § 50.54(w);

(xv) Third party Liabilities of Seller for any claims arising as a result of or in connection with loss of life or injury to persons or damage to property prior to, on or after the Closing Date caused (or allegedly caused) by the presence, Release or threatened Release of Hazardous Substances at, adjacent to or migrating from the Site prior to, on or after the Closing Date;

(xvi) Any Liability of Seller for any Price-Anderson Act secondary financial protection retrospective premium obligation for (i) nuclear worker Liability attributable to employment on or after the Closing Date or (ii) any third-party Liability arising out of any nuclear incident on or after the Closing Date;

(xvii) Except as otherwise expressly provided herein, Liabilities of Buyer to the extent arising from the execution, delivery or performance of this Agreement and the transactions contemplated hereby; and

(xviii) All other Liabilities of Seller relating to the Point Beach Assets, the Facilities or the Site, except to the extent that such Liabilities constitute Excluded Liabilities;

provided , that, if the Effective Date (as defined in the Interim Operating Agreement) of the Interim Operating Agreement shall occur prior to the Closing Date, the Liabilities set forth in Sections 2.2(a)(ii), (iii), (v) and (viii)  as they pertain to the NMC Bargaining Unit Transferred Employees and NMC employees that are Non-Bargaining Unit Transferred Employees shall apply at the time of the Effective Date (other than any such Liabilities under Sections 5.9(e)(ii), (iii), (iv), (v) and (vi)  hereof), with the term "Effective Date" replacing the term "Closing Date" in the provisions of Sections 2.2(a)(ii), (iii), (v) and (viii)  for such transfer and assumption of Liabilities.

(b) Excluded Liabilities . Buyer shall not assume or be liable for the following Liabilities of Seller (the " Excluded Liabilities "):

(i) Any Liabilities of Seller in respect of any Excluded Assets or other assets of Seller which are not Point Beach Assets;

(ii) Any Liabilities of Seller for Taxes (i) attributable to the ownership, sale, operation, maintenance or use of the Point Beach Assets (including any withholding Taxes imposed on Seller with respect to the Transferred Employees) for taxable periods, or portions thereof, ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 2.4 or Section 5.7 hereof, and (ii) imposed on Seller or Seller’s Qualified Decommissioning Fund as a result of the transactions contemplated by this Agreement;

(iii) Any Liabilities of Seller arising under the NPPOSA, and any Liabilities of Seller arising under the Transitional Advisory Support

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Services Agreement, the Interim Operating Agreement, the Generation-Transmission Interconnection Agreement, the Seller’s Agreements, the Fuel Contracts, the Transferable Permits, the Dominion Lease, the Farmland Leases or the Non-Material Contracts prior to the Closing Date;

(iv) Any Liabilities of Seller for any monetary fines or penalties imposed by a Governmental Authority, and investigatory, legal or similar costs incurred by Buyer resulting from Buyer’s defense of such action, with respect to the Point Beach Assets and accrued or imposed for events that occurred prior to the Closing Date;

(v) Subject to Section 2.4 , any payment obligations of Seller for goods delivered or services rendered prior to the Closing Date, including, but not limited to, rental or lease payments due and owing prior to the Closing Date pursuant to any leases relating to Tangible Personal Property;

(vi) Any Liabilities arising prior to the Closing Date relating to Seller’s operations on, or usage of, the Easements, including Liabilities arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources, but only to the extent caused by Seller;

(vii) Subject to Section 5.9 under which certain Benefit Plan Liabilities are assumed by Buyer, any Liabilities of Seller or NMC relating to any Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or NMC or by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller or NMC under Section 414(b), (c), (m) or (o) of the Code (" ERISA Affiliate ") or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the " Plans "), including, but not limited to any such Liability of Seller (i) for the termination or discontinuance of, or Seller’s, NMC’s or an ERISA Affiliate’s withdrawal from, any such Plan, (ii) relating to benefits payable under any Plans, (iii) relating to the PBGC under Title IV of ERISA, (iv) relating to a multi-employer plan, (v) with respect to noncompliance with the notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which is brought against Buyer, any Plan or any fiduciary or former fiduciary of, any of the Plans;

(viii) Any Liabilities of Seller or NMC relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action

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attributable to any actions or inactions by Seller or NMC prior to the Closing Date with respect to the Point Beach Assets, the Transferred Employees, Independent Contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller or NMC or any Affiliate of Seller or NMC, or that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date, provided that neither Seller nor NMC will have any Liability for similar actions or inactions by Buyer or any successor thereto on or after the Closing Date;

(ix) All Spent Nuclear Fuel Fees and any other fees associated with electricity generated at Point Beach and sold on or prior to the Closing Date;

(x) All Liabilities of Seller for the off-Site transportation, off-Site disposal, off-Site storage and off-Site Release of Nuclear Material prior to the Closing Date; provided , that, for purposes of this Section 2.2 , "off-Site" does not include any location adjoining the Site to which Nuclear Material disposed of or Released at the Site have migrated;

(xi) Except as otherwise provided in this Agreement, any Taxes incurred by Seller’s Qualified Decommissioning Fund for taxable periods, or portions thereof, ending on or prior to the Closing Date;

(xii) Any Liability for a Third Party Claim against Seller and relating to the Point Beach Assets for personal injury, death or property damage (except for personal injury, death or property damage relating to Liabilities from Environmental Laws) suffered by such third party arising from the use or ownership of the Point Beach Assets prior to the Closing Date, but only to the extent directly resulting from the negligent acts or omissions of Seller;

(xiii) Except as otherwise expressly provided herein, Liabilities of Seller to the extent arising from the execution, delivery or performance of this Agreement and the transactions contemplated hereby; and

(xiv) Any other Liabilities expressly allocated to or retained by Seller in this Agreement.

Section 2.3 Purchase Price; Purchase Price Adjustment; Allocation of Purchase Price .

(a) Payment of Purchase Price . Buyer shall pay in consideration for the Point Beach Assets the aggregate amount of Nine Hundred Ninety-Eight Million Dollars ($998,000,000) (the " Purchase Price "), subject to adjustment pursuant to Section 2.3(b) , by wire transfer of immediately available funds to an account or accounts designated by Seller, at the Closing as provided in Section 2.7 .

(b) Purchase Price Adjustment .

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(i) Subject to Sections 2.3(b)(ii) and Section 2.3(b)(iii) , at the Closing, the Purchase Price shall be adjusted on a dollar-for-dollar basis, without duplication, to account for the items set forth in this Section 2.3(b) :

• (1) The Purchase Price shall be adjusted to account for the items prorated as of the Closing Date pursuant to Section 2.4 .

  (2) The Purchase Price shall be (A) increased if and to the extent that the net book value of the Nuclear Fuel owned by Seller as of the Closing Date is greater than One Hundred Thirty-Six Million One Hundred Thousand Dollars ($136,100,000), and (B) decreased if and to the extent that net book value of the Nuclear Fuel owned by Seller as of the Closing Date is less than One Hundred Thirty-Six Million One Hundred Thousand Dollars ($136,100,000) (all calculations are to be consistent with Seller’s past practices).

  (3) The Purchase Price shall be (A) increased if and to the extent that the book value of the Non-Nuclear Fuel Inventories on the Closing Date is greater than Twenty-Four Million Dollars ($24,000,000), and (B) decreased if and to the extent that the book value of the Non-Nuclear Fuel Inventories on the Closing Date is less than Twenty-Four Million Dollars ($24,000,000) (all references to book value are deemed to mean book value calculated in accordance with GAAP consistent with Seller’s past practice);

  (4) The Purchase Price shall be increased by the amount of any and all expenditures made with respect to the Facilities or the Site between the date hereof and the Closing Date for capital additions to or replacements of property, plant and equipment and other expenditures or repairs on property, plant and equipment relating to the Facilities or the Site that are capitalized by Seller in accordance with its normal accounting policies; provided , that such expenditures (A) are described on a project-by-project basis in the Capital Budget as set forth on Section 5.1(a) of the Seller Disclosure Schedule and the amount or projected amount to complete each project does not exceed the budgeted amount by more than ten percent (10%), (B) are necessary to comply with applicable Laws, NRC Licenses, NRC Commitments or Permits, (C) have been approved by Buyer in writing, or (D) are made in accordance with Prudent Utility Practices and do not exceed Three Million Dollars ($3,000,000) in the aggregate (collectively, the " Capital Expenditures "). Nothing in this paragraph shall be construed to limit Seller’s rights and obligations to make all Capital Expenditures necessary to comply with the NRC Licenses, the NRC Commitments and other Permits.

  (5) If the projected cost to dispose of the Low Level Waste at the Facilities as of the Closing Date (as calculated in

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• accordance with Schedule 2.3(b)(i)(5) ) is greater than Eight Million Eight Hundred Thousand Dollars ($8,800,000), the Purchase Price shall be adjusted downward by every dollar that the cost of such Low Level Waste disposal is greater than Eight Million Eight Hundred Thousand Dollars ($8,800,000). Conversely, if the projected cost to dispose of the Low Level Waste at the Facilities as of the Closing Date (as calculated in accordance with Schedule 2.3(b)(i)(5) ) is less than Eight Million Eight Hundred Thousand Dollars ($8,800,000), the Purchase Price shall be adjusted upward by every dollar that the cost of such Low Level Waste disposal is less than Eight Million Eight Hundred Thousand Dollars ($8,800,000).

  (6) In the event that the Additional Requested Rulings described in Section 5.15(b) are not obtained from the IRS prior to the Closing Date, the Purchase Price shall be increased in an amount equal to the product of 0.25 multiplied by the difference between (a) the Decommissioning Target and (b) Three Hundred Sixty Million Dollars ($360,000,000) which amount shall be increased by five and a half percent (5.5%) per annum, which shall be compounded daily on and after August 31, 2007 through and including the Closing Date; provided , that such difference is a positive amount.

  (7) The Purchase Price shall be adjusted as provided in Section 5.7(c) hereof.

  (8) The Purchase Price shall be adjusted as provided in Section 5.9(h) hereof.

  (9) The Purchase Price shall be adjusted as provided in Section 5.10(e) hereof.

  (10) If Closing has not occurred on or before September 30, 2007, the Purchase Price shall be adjusted downward in the amount of Two Hundred Thousand Dollars ($200,000) for each day that Closing does not occur after September 30, 2007 and on or before October 30, 2007. If Closing has not occurred on or before October 30, 2007, the Purchase Price shall be adjusted downward in the amount of One Hundred Thousand Dollars ($100,000) for each day that Closing does not occur after October 30, 2007.

  (11) If Closing occurs after July 1, 2007 and on or before August 30, 2007, the Purchase Price shall be adjusted upward in the amount of Two Hundred Fifty Thousand Dollars ($250,000) for each day that Closing occurs prior to August 31, 2007.

  (12) The Purchase Price shall be adjusted as provided in Section 5.25 .

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(ii) No less than ten (10) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver or make available to Buyer an estimated closing statement (the " Estimated Closing Statement ") that shall set forth Seller’s estimate of all estimated adjustments to the Purchase Price required by Section 2.3(b)(i) (the " Estimated Adjustments "). Seller shall cooperate with Buyer and provide Buyer and its Representatives reasonable access to all information used to calculate the Estimated Adjustments. Within five (5) Business Days after the delivery of the Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to any Estimated Adjustment in writing, setting forth in detail a description of the basis for the objection and the amount of the subject Estimated Adjustments as determined by Buyer. If Buyer objects to an Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If and to the extent the Parties are able to do so prior to the Closing Date (or if Buyer does not object to any of the Estimated Adjustments), the Purchase Price shall be adjusted for the Closing by the amount of the Estimated Adjustments not in dispute. The Purchase Price, as so adjusted at Closing by the undisputed Estimated Adjustments, but not including any adjustment pursuant to Section 2.3(b)(i)(7) , is referred to herein as the " Closing Payment ." The Closing Payment shall be paid by Buyer to Seller at the Closing. The disputed Estimated Adjustments shall be resolved in accordance with the provisions of Section 2.3(b)(iii) and paid as part of any Post-Closing Adjustment to the extent required by Section 2.3(b)(iii) .

(iii) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver or make available to Buyer a final closing statement (the " Post-Closing Statement ") that shall set forth all adjustments to the Purchase Price required by Section 2.3(b)(i) and any disputed Estimated Adjustments pursuant to Section 2.3(b)(ii) (the " Proposed Post-Closing Adjustment ") and all work papers detailing such adjustments. Within thirty (30) days after the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post-Closing Adjustment in writing, setting forth in detail a description of the basis for the objection and the amount of the subject Proposed Post-Closing Adjustment as determined by Buyer. Seller and Buyer agree to cooperate with one another to provide one another with the information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days after any objection by Buyer, the Parties shall appoint the Independent Accounting Firm, which shall, at Seller’s and Buyer’s joint expense, review the Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any, within thirty (30) days after such appointment. The Parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The Independent Accounting Firm shall act as an expert and not as an arbitrator and shall make findings only with respect to the remaining disputes so submitted to it (and not by independent review). The finding of such Independent Accounting Firm shall be binding on the Parties hereto. Upon

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determination of the appropriate adjustment (the " Post-Closing Adjustment ") by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party no later than two (2) Business Days after such determination, in immediately available funds or in any other manner as reasonably requested by the payee.

(c) Allocation of Purchase Price .

(i) At least forty-five (45) days prior to the Closing Date, Buyer and Seller shall jointly agree to an estimated allocation among the Point Beach Assets of the sum of the Purchase Price and the Assumed Liabilities that is consistent with the allocation methodology provided by Section 1060 of the Code and the regulations promulgated thereunder (the " Estimated Allocation "); provided , however , that if Buyer and Seller cannot mutually agree on an Estimated Allocation by such date, then Buyer shall determine the Estimated Allocation for Transfer Tax, bulk sale filings and for all other Closing document purposes.

(ii) Within ninety (90) days prior to the extended due date for Tax Returns for the taxable year in which the Closing occurs, Buyer and Seller shall jointly agree to an allocation among the Point Beach Assets of the sum of the Purchase Price (including any adjustments thereto) and the Assumed Liabilities (together with any other relevant items) that is consistent with the allocation methodology provided by Section 1060 of the Code and the regulations promulgated thereunder (the " Allocation "); provided , however , that if Buyer and Seller cannot mutually agree on an Estimated Allocation by such date then the dispute between Buyer and Seller shall be decided by the Independent Appraiser whose decision as to the disputed item shall be final and binding upon Buyer and Seller.

(iii) Except to the extent required to comply with a Final Determination, Buyer and Seller (to the extent Seller is required to make any such reports) shall report the transactions contemplated by this Agreement for all Tax purposes in a manner consistent with the Allocation. Buyer and Seller shall not take any position in any Tax Return, Tax proceeding or audit that is inconsistent with the Allocation without the consent of the other Party. To the extent such filings are required, Buyer and Seller agree to file IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code), and all federal, state, local and foreign Tax Returns, in accordance with the Allocation. Subsequent to the preparation of the Estimated Allocation and the Allocation as provided in Section 2.3(c)(i) and Section 2.3(c)(ii) , respectively, Buyer and Seller agree to provide the other with any information required to complete IRS Form 8594 within ten (10) days of the request for such information. Buyer and Seller shall notify and provide the other with reasonable assistance in the event of an examination, audit or other proceeding relating to Taxes regarding the allocation of the Purchase Price pursuant to this Section 2.3(c) . Buyer and Seller shall treat the transaction contemplated by this Agreement as the acquisition by Buyer of a trade or business

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for United States federal income Tax purposes and agree that no portion of the consideration shall be treated in whole or in part as the payment for services or future services.

(iv) Buyer and Seller agree that the transactions contemplated by this Agreement and the Ancillary Agreements shall be treated for all Tax purposes consistent with the totality of the terms and conditions contained in this Agreement and the Ancillary Agreements.

Section 2.4 Proration .

(a) Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes and Transfer Taxes), relating to the business and operation of the Point Beach Assets shall be prorated as of the Closing Date, with Seller liable to the extent such items relate to any time period prior to the Closing Date, and Buyer liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days):

(i) Taxes, assessments and other charges, if any, relating to the ownership, use or business of the Point Beach Assets;

(ii) Any prepaid expenses (including security deposits) relating to the Point Beach Assets;

(iii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Seller under any of Seller’s Agreements, the Dominion Lease, the Farmland Leases or the Non-Material Contracts;

(iv) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit;

(v) Sewer rents and charges for water, telephone, electricity and other utilities;

(vi) Fees or charges (other than Taxes) imposed by any Governmental Authority;

(vii) Insurance premiums with respect to the Nuclear Insurance Policies with ANI transferred to Buyer pursuant to Section 2.1(a)(xii) ; and

(viii) the Spent Nuclear Fuel Fees paid in accordance with Section 5.11(a) .

(b) Notwithstanding any other provision of this Agreement, (i) a Tax in the form of interest or penalties shall be allocated (i) to Seller (whether such Taxes accrue or are imposed or assessed on, before or after the Closing Date) to the extent they

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result from a failure by Seller to pay a Tax or failure by Seller to file a Tax Return, in each case, that was due before the Closing Date and (ii) to Buyer (whether such Taxes accrue or are imposed or assessed on, before or after the Closing Date) to the extent they result from a failure by Buyer to pay a Tax or failure by Buyer to file a Tax Return, in each case that was due on or after the Closing Date. In connection with the prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. Prorations measured by calendar days shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 2.4 .

(c) To the extent that the proration of a Tax under this Section 2.4 allocates such Tax to a period (or portion thereof) ending before the Closing Date, such Tax shall constitute an Excluded Liability. To the extent that the proration of a Tax under this Section 2.4 allocates such Tax to a period (or portion thereof) ending on or after the Closing Date, such Tax shall constitute an Assumed Liability.

Section 2.5 Closing . Upon the terms and subject to the conditions of this Agreement, the sale and purchase of the Point Beach Assets contemplated hereby shall take place at a closing (the " Closing ") to be held at 10:00 a.m., Chicago time, on the sixth Business Day following the satisfaction or waiver of the conditions to the obligations of the parties set forth in Article VI , at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Illinois, or at such other time or on such other date or at such other place as Seller and Buyer may agree upon in writing (the day on which the Closing takes place being, the " Closing Date ").

Section 2.6 Closing Deliveries by Seller . At the Closing, Seller will deliver, or cause to be delivered, the following to Buyer:

(a) All Ancillary Agreements duly executed by Seller, as applicable;

(b) Copies of Seller’s Required Regulatory Approvals;

(c) Recorded memorandum of Seller’s Right of First Refusal;

(d) Copies, certified by the Secretary or any Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby;

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(e) A certificate of status with respect to Seller, issued by the Department of Financial Institutions of the State of Wisconsin;

(f) The assets of the Qualified Decommissioning Fund to be transferred pursuant to Section 5.10 shall be delivered to the Trustee of the Post-Closing Decommissioning Trust Agreement;

(g) Seller’s certificate in the form of Exhibit J hereto satisfying the requirements of the Foreign Investment and Real Property Tax Act of 1980 (the " FIRPTA Certificate ");

(h) Such affidavits, releases, certificates or other evidence reasonably required pursuant to the Title Commitment including a Seller’s Affidavit required by the title company to delete the "gap" and "standard" exceptions set forth in the Title Commitment;

(i) A title policy issued by Chicago Title Insurance Company of New York insuring Buyer’s interest in the Real Property and the ATC Easement in the amount of the Purchase Price subject only to the Permitted Encumbrances;

(j) The Wisconsin Real Estate Transfer Return duly executed by Seller;

(k) A schedule setting forth Nuclear Material, Nuclear Fuel Inventories and Non-Nuclear Fuel Inventories as of the Closing Date; and

(l) A schedule setting forth the Low Level Waste at the Facilities as of the Closing Date.

Section 2.7 Closing Deliveries by Buyer . At the Closing, Buyer will deliver, or cause to be delivered, the following to Seller:

(a) The Closing Payment;

(b) All Ancillary Agreements duly executed by Buyer, as applicable;

(c) Copies of Buyer’s Required Regulatory Approvals;

(d) Copies, certified by the Secretary or any Assistant Secretary of Buyer, of resolutions authorizing the execution and delivery of this Agreement, and all of the agreements and instruments to be executed and delivered by Buyer and Buyer’s Parent in connection herewith, and the consummation of the transactions contemplated hereby;

(e) A certificate of good standing with respect to Buyer, issued by the Secretary of State of the State of Wisconsin and a certificate of good standing with respect to Buyer’s Parent, issued by the Secretary of State of the State of Florida;

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(f) A certificate of authority of Buyer (or its assignee of this Agreement) to do business in Wisconsin, issued by the Department of Financial Institutions of the State of Wisconsin; and

(g) A copy of the Post-Closing Decommissioning Trust Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer, except as otherwise set forth in the forms, statements, schedules, reports and documents filed by Seller or Seller’s parent company, Wisconsin Energy Corporation, a Wisconsin corporation, with the SEC, or in the Seller Disclosure Schedule, as follows (it being agreed and understood that (i) any matter set forth for purposes of this Article III in any section of the Seller Disclosure Schedule shall be deemed disclosed with respect to any other relevant section of this Article III to the extent (notwithstanding the absence of a specific cross-reference) it is reasonably apparent that such disclosure relates to such other section and (ii) no reference to or disclosure of any item on the Seller Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed on the Seller Disclosure Schedule):

Section 3.1 Organization . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted, except where the failure to have such power and authority would not have a Material Adverse Effect. Copies of the Articles of Incorporation and Bylaws of Seller, each as amended and in effect on the date hereof, have been made available to Buyer.

Section 3.2 Authority Relative to this Agreement . Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements, as applicable, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and at the Closing, the Ancillary Agreements, as applicable, will be duly and validly executed and delivered by Seller, and assuming that this Agreement and the Ancillary Agreements, as applicable, constitute valid and binding agreements of Buyer and subject to the receipt of Seller’s Required Regulatory Approvals and Buyer’s Required Regulatory Approvals, this Agreement and the Ancillary Agreements, as applicable, constitute the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with their respective terms, subject to applicable

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bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and to general principals of equity (whether considered in a proceeding at law or in equity).

Section 3.3 Consents and Approvals; No Violation .

(a) Subject to the receipt of the third-party consents set forth on Section 3.3(a) of the Seller Disclosure Schedule and the Seller’s Required Regulatory Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements, as applicable, by Seller nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in the breach or violation of any provision of the Articles of Incorporation or By-laws of Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller is a party or by which Seller, or any of the Point Beach Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not have a Material Adverse Effect; or (iii) constitute violations of any Law applicable to Seller, or any of its assets, which violation would have a Material Adverse Effect.

(b) Except for the Seller’s Required Regulatory Approvals set forth on Section 3.3(b) of the Seller Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Agreements, as applicable, or the consummation by Seller of the transactions contemplated hereby or thereby, other than (i) such declarations, f