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

Exhibit 10.30

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

THIS AMENDED AGREEMENT is made as of December 30, 2008 between WISCONSIN ENERGY CORPORATION (the "Company") and Kristine A. Rappé (the "Executive").

WHEREAS, the Executive is currently employed by the Company as its Senior Vice President and Chief Administrative Officer;

WHEREAS, the Executive and the Company originally entered into a Senior Officer, Change in Control, Severance and Non-Compete Agreement dated as of July 28, 2005 and an amended agreement as of December 19, 2007;

WHEREAS, the parties now desire to amend and restate the Agreement solely to comply with Section 409A of the Internal Revenue Code of 1986, as amended, with such changes effective January 1, 2008.

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 employed as 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 was initially 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 after the original Agreement effective date 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"), or such successor plan, as amended from time to time. 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 Pension Plan ("SPP") or such successor plan, as amended from time to time, which shall include (i) "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) "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 "SERP Benefit A" and "SERP Benefit B" shall be calculated under the SPP.

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 in effect at the time such notice is given, 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. Such payments shall be made within the next pay period after the Executive's Termination of Employment. 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.

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5. 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 next pay period after the Executive's Termination of Employment, unless the provisions of Section 5(e) below apply. Notwithstanding the foregoing, in the event of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following 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) 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 SPP "SERP 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 SPP "SERP 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
      
      

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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. Notwithstanding the foregoing, in the event of the Executive's voluntary Termination of Employment without Good Reason, as described in Section (c)(iv) of the Appendix to this Agreement, payment shall occur on the first day of the seventh month following 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. 5. Election Pursuant to Section 409A Transition Relief . Notwithstanding any other provision of this Agreement, on or before December 31, 2008, the Executive may elect to have 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) paid pursuant to her election filed under the EDCP that relates to amounts deferred in 2009. The amounts to which the election applies shall be credited with earnings in the manner as elected by the Executive under the terms of the EDCP. EDCP provisions shall apply to such amounts except that (i) any provisions for a mandatory lump sum payment upon separation from service following a "Change in Control" as defined in the EDCP shall not apply to deferrals made hereunder and (ii) the entire amount subject to the election made 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
      
      

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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. The Executive shall be entitled to be covered by a retiree medical and dental program at the end of the relevant two-year period, at a cost to the Executive not to exceed the lesser of the cost, if any, charged to other retirees or the COBRA continuation premium charged to terminees who elect to continue in the Company's health plan at their expense under applicable law. The Company shall become obligated to continue such benefits for the remainder of the Executive's life and that of her surviving spouse, notwithstanding any contrary provision or power of amendment or termination reserved to the Company in any otherwise applicable document.

To the extent that the period during which the continued provision of medical and dental benefits falls within the applicable COBRA continuation period, such continued provision of medical and dental benefits is exempt from Code Section 409A under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). To the extent that the period during which the continued provision of medical and dental benefits extends beyond the applicable COBRA continuation period, the following shall apply: (i) the premiums for continued medical and dental coverage shall be paid on a monthly basis; (ii) any amounts paid to or on behalf of the Executive as reimbursement for medical and/or dental expenses shall be paid on or before the last day of the year following the year in which such expense was incurred; (iii) any amounts paid to or on behalf of the Executive as reimbursement for medical and/or dental expenses during one year will not affect the Executive's eligibility for amounts paid to or on behalf of the Executive as reimbursement for medical and/or dental expenses during any other year; and (iv) the right to continued coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. This paragraph shall be administered and interpreted consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv).

5. 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
      
      

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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.

5. 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 reasonable 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) for a period of 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. The Executive shall be eligible to seek reimbursement for such benefits up to a fixed dollar amount that is at least equal to the amount in effect for the year before the Executive's Termination of Employment, unless the Company decides a higher amount. Any unused amounts remaining in one year may not be carried over for use in another year. To the extent the Company reimburses the Executive for financial planning expenses incurred pursuant to this paragraph (i), such reimbursement shall occur on or before the last day of the calendar year following the year in which the expense was incurred.
6. 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, the transition election for the Executive described in Section 5(e) above shall apply, but only if the written irrevocable transition election form is filed in
   
   

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accordance with the procedures set forth in that election form by December 31, 2008.

7. Certain Additional Payments by the Company .
8. 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,