AMENDED AND RESTATED SENIOR OFFICER, CHANGE IN CONTROL, SEVERANCE AND NON-COMPETE AGREEMENT

Exhibit 10.25

AMENDED AND RESTATED SENIOR OFFICER, CHANGE IN CONTROL, SEVERANCE AND NON-COMPETE AGREEMENT

THIS AGREEMENT was originally made as of July 28, 2005 between WISCONSIN ENERGY CORPORATION (the "Company") and Kristine A. Rappé (the "Executive").

WHEREAS, the Company desires to amend and restate the Agreement to provide the Executive with certain additional benefits in the event of a termination associated with a change in control, as described in Section 7 of this Agreement, effective as of the date on which the Agreement is executed. All other terms continue in effect.

NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows:

1. Defined Terms . All of the capitalized terms not otherwise defined in this Agreement are defined in the attached Appendix.

2. Purpose of Agreement . This Agreement is intended to set forth certain terms and conditions of the Executive's employment with the Company, to provide the Executive with certain minimum compensation rights in the event of her termination of employment under certain circumstances as set forth herein and to provide for a non compete agreement from the Executive.

3. Employment . The Executive is currently the Senior Vice President and Chief Administrative Officer of the Company. The Executive's employment is not for any fixed term and the Executive acknowledges that she is an employee at-will. The Executive's annual base salary is hereby established at an annual rate of $345,000. The Executive's target bonus opportunity under the Company's Short-Term Performance Plan (the "STPP") for the remainder of 2005 and subsequent years will not be less than 60% of base salary, except under circumstances described in the next sentence. Circumstances under which an adjustment below the 60% target could take place would be limited to a general "Board Action" resulting in the lowering of targets for the entire senior executive group.

4. Other Benefits and Special Additional Pension Benefit . The Executive will be entitled to participate in all retirement and welfare benefit plans and programs generally available to employees in accordance with the terms of such plans and programs and to participate on a basis commensurate with other senior officers of the Company in any benefit plans and programs available to such officers, including the opportunity to participate in the Company's Executive Deferred Compensation Plan (the "EDCP"). Additionally, and provided the Executive's retirement occurs at or after age 60, the Executive shall be entitled to participate in the Company's Supplemental Executive Retirement Plan (the "SERP"), which shall include (i) the monthly SERP benefit "A," which is designed to make up for any limitations imposed on the amount of Executive's accrued benefit under the Company's tax-qualified defined benefit plan (the "Retirement Account Plan") because of statutory or regulatory limits relating to the Internal Revenue Code, and which shall be calculated without regard to applicable early retirement reduction factors, and (ii) the SERP benefit "B,' which provides a life annuity equal to a percentage of the Executive's eligible earnings over her highest 36-month earnings period, as both benefit "A" and "B" shall be calculated under the SERP.

5. Covered Termination Not Associated with a Change in Control . In the event of a Covered Termination Not Associated with a Change in Control, then the Company shall provide the Executive with the following compensation and benefits:

6. 1. General Compensation and Benefits . The Company shall pay the Executive's full salary to the Executive from the time notice of termination is given through the date of termination of employment at the rate then in effect, and all compensation and benefits payable to the Executive through the date of termination of employment under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. The Company shall also pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due in accordance with the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements, except that any normal cash severance benefits shall be superseded and replaced entirely by the benefits provided under this Agreement.

   2. Incentive Compensation . Notwithstanding any provision of any cash bonus or incentive compensation plan of the Company, the Company shall pay to the Executive, within the next pay period after the Executive's termination of employment, a lump sum amount, in cash, equal to the sum of (i) any bonus or incentive compensation which has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the date of termination of employment, but which has not yet been paid, and (ii) a pro rata portion of the Target Bonus Amount for all uncompleted periods under any bonus or incentive compensation plan.

   3. Special Compensation . The Company shall pay to the Executive a lump sum equal to two times the sum of (a) the highest per annum base rate of salary in effect with respect to the Executive during the three-year period immediately prior to the termination of employment plus (b) the Target Bonus Amount. Such lump sum shall be paid by the Company to the Executive within the next available pay period after the Executive's termination of employment, unless the provisions of Section 5(e) below apply. The amount of the aggregate lump sum provided by this Section 5(c), whether paid immediately or deferred, shall not be counted as compensation for purposes of any other benefit plan or program applicable to the Executive.

   4. Special Retirement Plans Lump Sum . The Company shall pay to the Executive an aggregate lump sum equal to the total of the amounts described in (a) and (b) herein. Amount (a) is a lump sum equal to the difference between (i) the actuarial equivalent of the benefit under the Retirement Account Plan, the SERP monthly benefit "A" which the Executive would receive if her employment continued for a two-year period following termination of employment, assuming that the Executive's compensation during such two-year period would have been equal to the Executive's salary as in effect immediately before the termination or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Target Bonus Amount and waiving the requirement that Executive have attained age 60, and (ii) the actuarial equivalent of the Executive's actual benefit (paid or payable) under the Retirement Account Plan, the SERP monthly benefit "A". Actuarial equivalency for this purpose shall be determined using an interest rate equal to a 36 consecutive month (or shorter period, as explained in the next sentence) average, using the rates as of the last business day of each month starting with January 31, 2002 (the "Month End Rate") of the five year United States Treasury Note yields (the "36 Month Average Rate") in effect ending with the Month End Rate immediately prior to the Effective Date, as such yield is reported in the Wall Street Journal or comparable publication, and the mortality table used for purposes of determining lump sum amounts then in use under the Retirement Account Plan. Prior to January 31, 2005, the 36 Month Average Rate shall mean only the average of the Month End Rates which have occurred since January 31, 2002, even though less than 36. Amount (b) is a lump sum equal to the total of (i) the additional contributions which would have been made to the Executive's account by the Company under the Company's tax-qualified 401(k) plan, plus (ii) the additional contributions which would have been credited to the bookkeeping account balance of the Executive attributable to the 401(k) match feature of the EDCP, had the Executive continued in employment for a two-year period following termination of employment and assuming that the Executive's compensation would have been the same as set forth above and that the Executive had made maximum utilization of the pre-tax and after-tax opportunity in the qualified 401(k) plan and obtained the maximum matching contributions in such plan. The amount of the aggregate lump sum under this Section 5(d) shall be paid by the Company to the Executive within the next pay period after the Executive's termination of employment, unless the provisions of Section 5(e) below apply. The amount of the lump sum provided by this Section 5(d) shall not be treated as compensation for purposes of any other benefit plan or program applicable to the Executive.

   5. Deferral Option . Notwithstanding any other provision of this Agreement, the Executive may file a written irrevocable deferral election form with the Company to defer all or part of the special compensation provided by Section 5(c) and the special retirement plans lump sum otherwise provided for in Section 5(d). The deferral election form shall be filed with the Company prior to the expiration of thirty days from the date this Agreement is signed by the Executive, except as may otherwise be permitted under Section 409A of the Internal Revenue Code. Such form shall specify a method of payment for such compensation from among the methods allowable under the EDCP, and may be modified or revoked only as permitted under Section 409A of the Internal Revenue Code. Any deferred amounts shall be credited with earnings in the manner as elected by the Executive under the terms of the EDCP and the EDCP provisions shall apply to deferrals made hereunder except that, to the extent permitted under Section 409A of the Internal Revenue Code, (i) any provisions for a mandatory lump sum payment upon a "Change in Control" as defined in the EDCP shall not apply to deferrals made hereunder, (ii) any amounts which become payable under this Section 5(e) shall be deemed for purposes of the EDCP to have become payable on account of the Executive's "retirement" under the EDCP, and (iii) the entire amount deferred under this Section 5(e) shall be paid in a lump sum by the Company immediately prior to the occurrence of a Change in Control to such grantor or "rabbi" trust as the Company shall have established as a vehicle to hold such amount pending payment, but with such trust designed so that the Executive's rights to payment of such benefits are no greater than those of an unsecured creditor.

   6. Welfare Benefits . Subject to Section 5(g) below, for a two-year period following termination of employment, the Company shall provide the Executive (and her family) with health, life and other welfare benefits (but excluding disability benefits) substantially similar to the benefits received by the Executive (and her family) pursuant to welfare benefit programs of the Company or its affiliates as in effect immediately during the 180 days preceding the Effective Date (or, if more favorable to the Executive, as in effect at any time thereafter until the termination of employment); provided, however, that no compensation or benefits provided hereunder shall be treated as compensation for purposes of any of the programs or shall result in the crediting of additional service thereunder. For purposes of determining the amount of such welfare benefits, any part of which shall be based on compensation, the Executive's compensation during the relevant two-year period shall be deemed to be equal to the Executive's salary as in effect immediately before the termination of employment or, if higher, as in effect at any time during the 180-day period immediately preceding the termination date, and the Target Bonus Amount. To the extent that any of the welfare benefits covered by this Section 5(f) cannot be provided pursuant to the plan or program maintained by the Company or its affiliates, the Company shall provide such benefits outside the plan or program at no additional cost (including, without limitation, tax cost) to the Executive and her family.

   7. New Employment . If the Executive secures new employment during the two-year period following termination of employment, the level of any benefit being provided pursuant to Section 5(f) hereof shall be reduced to the extent that any such benefit is being provided by the Executive's new employer. The Executive, however, shall be under no obligation to seek new employment and, in any event, no other amounts payable pursuant to this Agreement shall be reduced or offset by any compensation received from new employment or by any amounts claimed to be owed by the Executive to the Company or its affiliates.

   8. Equity Incentive Awards . Notwithstanding the provisions in any stock option award, restricted stock award, performance shares or other equity incentive compensation award (the "Awards"), the Executive shall become fully vested in all outstanding Awards and all otherwise applicable restrictions shall lapse and for purposes of determining the length of time the Executive has to exercise rights, if applicable under any such Award, the Executive shall be treated as if she had retired from the service of the Company at or after age 55 and completion of ten years of service.

   9. Outplacement and Financial Planning . The Company shall, at its sole expense as incurred, provide the Executive with outplacement services, the scope and provider of which shall be selected by the Executive in her sole discretion (but at a cost to the Company of not more than $30,000) or, at the Executive's option, the use of office space, office supplies and equipment and secretarial services for a period not to exceed one year. The Company shall also continue to provide the Executive with financial planning counseling benefits through the second anniversary of the date of the Executive's termination of employment, on the same terms and conditions as were in effect immediately before the termination or, if more favorable, on the Effective Date.

   
   
   

7. Obligation of the Company on a Covered Termination of Employment Associated with a Change in Control of the Company . In the event of a Covered Termination of Employment Associated with a Change in Control of the Company, then the Company shall provide the Executive with the same compensation and benefits and subject to the same terms and conditions as are specified in Section 5 above; provided, however that (i) the special compensation provided for in Section 5(c) shall be three times (rather than two times) the sum of the amounts specified in subsection (a) and (b) of Section 5(c), (ii) the special retirement plans lump sum provided for in Section 5(d) shall be calculated as if the Executive's employment has continued for a three-year period (rather than a two-year period) following her termination of employment and (iii) the welfare benefits provision of Section 5(f) shall be provided for a three-year period (rather than a two-year period). In addition, the tax gross-up provisions of Section 7 hereof shall apply. Further, to the extent permitted under Section 409A of the Internal Revenue Code, the deferral election for the Executive described in Section 5(e) above shall apply, but only if the written irrevocable deferral form is filed with the Company prior to the first date on which a change in Control of the Company occurs.

8. 
   
   Certain Additional Payments by the Company .

9. 1. Anything in this Agreement to the contrary notwithstanding, and whether or not a Covered Termination of Employment occurs, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments

   2. Subject to the provisions of paragraph (c) of this Section 7, all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within fifteen business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 7 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

   3. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the paym