Terms and Conditions Governing Gale Klappas Restricted Stock Award under the 1993 Omnibus Stock Incentive Plan as amended and restated effective as of May 5, 2011

Subject to the terms, conditions and restrictions provided in the Notice of Restricted Stock Award (the “Notice”), this Stock Award and the Plan, WEC Energy Group, Inc. (f/k/a/ Wisconsin Energy Corporation) (the “Company”) grants to the Employee a restricted stock award pursuant to the Wisconsin Energy Corporation Omnibus Stock Incentive Plan as amended and restated effective as of May 5, 2011 (the “Plan”). The Stock Award covers a number of shares of the common stock of the Company, as set forth in the Notice, effective as of the date set forth in the Notice (the “Award Date”). The shares granted under the Stock Award shall be referred to as “Restricted Stock.”

For purposes of the foregoing, “Years of Service” shall commence as of the Award Date and mean years of service completed with the Company or a subsidiary. No termination of employment shall be deemed to have occurred by reason of a transfer of the Employee between the Company and a subsidiary or between two subsidiaries.

the Plan), any unvested portion of the Stock Award shall become fully vested with respect to all shares covered by the Stock Award and all transfer restrictions shall lapse. For purposes of the foregoing, “disability” shall mean separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee’s job.

The Employee, during the Restricted Period, shall have the right to vote the Restricted Stock and receive any dividends on the Restricted Stock. Any dividends declared on the Restricted Stock shall be paid to Employee through payroll. Such dividends shall not be subject to the vesting schedule or any other restrictions as exist regarding the original shares of Restricted Stock.

The Restricted Stock may be credited to the Employee in book entry form and shall be held in custody by the Company or an agent for the Company until the applicable restrictions have expired. If any certificates are issued for shares of Restricted Stock during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto.

The Company shall be entitled to withhold the amount of any tax attributable to the Stock Award by withholding a portion of shares to defray all or a portion of any applicable taxes, withholding the required amounts from other compensation payable to the Employee, or by such other method determined by the Committee (including, but not limited to, requiring a cash payment by Employee to the Company), in its discretion.

The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

Notwithstanding anything in this Stock Award, the terms of this Stock Award shall be subject to the provisions of the Plan, a copy of which is available electronically through the website of the broker servicing the Plan or may otherwise be obtained from a member of the Executive Compensation & Benefits staff. This Award is subject to all interpretations, amendments, rules and regulations established by the Compensation Committee from time to time pursuant to the Plan. In the event of an express conflict between any term, provision or condition of this Stock Award and those of the Plan, the terms, provisions or conditions of the Plan shall control. Any term, condition or provision on which the Award is silent shall be governed and administered in accordance with the terms, conditions or provisions of the Plan.

Nothing in this Stock Award shall confer upon the Employee the right to continue in the employ of the Company or any of its subsidiaries, or to interfere with or limit the right of the Company or of such subsidiary to terminate the Employee’s employment at any time.

The Employee hereby agrees to take whatever additional actions and execute whatever additional documents the Compensation Committee may, in its discretion, deem necessary or

advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Employee pursuant to the express provisions of this Stock Award and the Plan.

This Award shall be binding upon, and inure to the benefit of, the successors and assigns of the Company and upon persons who acquire the right to receive shares covered by the Stock Award hereunder by will or through the laws of descent and distribution.

Headings of the paragraphs contained in this Stock Award are inserted for convenience and reference and shall not be used in interpreting or construing the terms and provisions of the Award.

This Award and the Plan constitutes the entire agreement between the parties with respect to the terms and supersede all prior or written or oral negotiations, commitments, representations and agreements with respect thereto. The terms and conditions set forth in this Stock Award may only be modified or amended in a writing, signed by both parties.

In the event any one or more of the provisions of this Stock Award shall be held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision or provisions shall be automatically deemed amended, but only to the extent necessary to render such provision or provisions valid, legal and enforceable in such jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Stock Award shall not in any way be affected or impaired thereby.