First Amendment to the Wisconsin Energy Corporation Directors' Deferred Compensation Plan As Amended and Restated Effective May 1, 2004

Exhibit 10.15

First Amendment to the
Wisconsin Energy Corporation Directors' Deferred Compensation Plan
As Amended and Restated Effective May 1, 2004

        WHEREAS , Wisconsin Energy Corporation (the "Company") previously amended and restated the Wisconsin Energy Corporation Executive Deferred Compensation Plan as of May 1, 2004 (the "Plan");

        WHEREAS, Section 8.2 of the Plan permits the Company to amend the Plan by action of its Board of Directors or Compensation Committee of its Board of Directors; and

        WHEREAS, the Company desires to amend the Plan to (1) provide that amounts credited and vested under the Plan as of December 31, 2004 are grandfathered, within the meaning of, and as determined under, regulations issued by the Department of the Treasury under Internal Revenue Code (the "Code") Section 409A, (2) provide that no new non-employees directors will participate in the Plan effective as of January 1, 2005, and (3) rename the Plan the "Legacy Wisconsin Energy Corporation Directors' Deferred Compensation Plan."

        NOW, THEREFORE, the Plan is amended, effective as of January 1, 2005, in the following respects:

1. 1. Th