Exhibit 10.34

WISCONSIN ENERGY CORPORATION

Death Benefit Only Plan

Master Plan Document

ARTICLE 1 Definitions

WISCONSIN ENERGY CORPORATION
DEATH BENEFIT ONLY PLAN
Amended and Restated Effective as of December 3, 2009

The Wisconsin Energy Corporation Death Benefit Only Plan (the "Plan") was established effective May 1, 2003 to provide selected employees of Wisconsin Energy Corporation, a Wisconsin corporation, and its subsidiaries, if any, that sponsor this Plan, with an employment benefit similar to term life insurance, as an alternative arrangement to a split-dollar life insurance program. The Plan is hereby amended and restated effective as of December 3, 2009.

ARTICLE 1
Definitions

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1    "Base Annual Salary" shall mean the Participant's base salary, i.e., the amount of cash compensation payable by the Employer to the Participant           relating to services performed during the related calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options,           relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a           Participant for employment services rendered (whether or not such allowances are included in the Employee's gross income). Base Annual           Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or           non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under          Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will           be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.2    "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 4, that are entitled to           receive a benefit under this Plan upon the death of a Participant.

1.3    "Beneficiary Designation Form" shall mean the form established from time to time by the Committee, that a Participant completes, signs and           returns to the Committee to designate one or more Beneficiaries.

1.4    "Benefit Factor" shall mean a percentage, determined by the Committee in its sole discretion, as set forth in this Section 1.4, which shall be           multiplied by a Participant's Final Salary to determine the Participant's death benefit under the Plan. Subject to change by the Committee in its           sole discretion from time to time, if a Participant dies while employed by the Company, the Participant's Benefit Factor shall be 300%. Subject




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          to change by the Committee in its sole discretion from time to time, if a Participant dies after Retirement, the Participant's Benefit Factor shall be           100%.

1.5    "Board" shall mean the board of directors of the Company.

1.6    "Claimant" shall have the meaning set forth in Section 8.1.

1.7    "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.8    "Committee" shall mean the committee described in Article 6.

1.9    "Company" shall mean Wisconsin Energy Corporation, a Wisconsin corporation, and any successor to all or substantially all of the Company's           assets or business.

1.10   "Employee" shall mean a person who is an employee of any Employer.

1.11   "Employer(s)" shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected           by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.12   "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.13   "Final Salary" shall be the Participant's Base Annual Salary measured as of the March 1 immediately preceding the date on which the           Participant's employment terminates with any Employer due to death or Retirement.

1.14   "Participant" shall mean any Employee (i) who is selected to participate in the Plan, (ii) who signs a Participation Agreement and a Beneficiary           Designation Form, (iv) whose signed Participation Agreement and Beneficiary Designation Form are accepted by the Company and the           Committee respectively, (v) who commences participation in the Plan and (vi) whose Participation Agreement has not terminated. A           spouse or former spouse of a Participant shall not be treated as a Participant in the Plan even if he or she has an interest in the Participant's           benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.15   "Participation Agreement" shall mean a written agreement, as may be amended from time to time, which is entered into by and between the           Company and a Participant. Should there be more than one Participation Agreement, the Participation Agreement bearing the latest date of           acceptance by the Company shall supersede all previous Participation Agreements in their entirety and shall govern such entitlement. The terms           of any Participation Agreement may be different for any Participant, and any Participation Agreement may provide additional benefits not set           forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit           limitations must be agreed to by both the Company and the Participant.




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1.16   "Plan" shall mean the Wisconsin Energy Corporation Death Benefit Only Plan, which shall be evidenced by this instrument and by each           Participation Agreement, as they may be amended from time to time.

1.17   "Retirement", "Retire(s)" or "Retired" shall mean the severance from employment from all Employers on or after age fifty-five (55) with at least           10 years of service or on or after age sixty-five (65). Notwithstanding the preceding sentence, if a Participant's employment terminates with all           Employers, and such Participant is not otherwise eligible to Retire, the Committee may, in its sole discretion, deem such Participant to have           Retired for purposes of this Plan.

1.18   "Tax Factor" shall be a decimal, as determined in the sole discretion of the Committee, based on the highest combined Federal and state net           effective income tax rate in effect for the year in which a benefit becomes payable to a Participant's Beneficiary under this Plan. For purposes of           calculating the Tax Factor, the (i) Federal income tax rate shall be based on the highest marginal Federal income tax rate, and (ii) the state           income tax rate shall be based on the highest marginal state income tax rate for the Participant's state of residence. Using those rates, the Tax           Factor will be determined using the following formula. Assuming that the highest marginal Federal income tax rate, expressed as a decimal, is X,           and the highest marginal state income tax rate, expressed as a decimal, is Y, the Tax Factor equals (1-X) times (1-Y). For example, if X is           0.40, and Y is 0.10, the Tax Factor would be .54. The Tax Factor shall be rounded up or down to two decimal places, using normal rounding           convention.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1    Selection by Committee. Participation in the Plan shall be limited to a select group of management or highly compensated Employees, as          determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees to participate in          the Plan.

2.2    Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a          Participation Agreement and a Beneficiary Designation Form, all within the time period specified by the Committee.

2.3    Eligibility; Commencement of Participation. An Employee selected to participate in the Plan who has met all enrollment requirements set          forth in the Plan and required by the Committee, including returning all required documents to the Committee within the specified time period,          shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment          requirements.

2.4    Termination of Participation. If a Participant's employment with all Employers is terminated prior to his or her Retirement for any reason other          than death, (i) all Employers and the Committee shall be fully and completely discharged from all further




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obligations under this Plan with respect to the Participant (or his or her Beneficiary), and (ii) the Participant's Participation Agreement shall terminate.

ARTICLE 3
Benefits

3.1    Death during Employment or after Retirement. If a Participant dies while employed with an Employer, or if a Participant dies after          Retirement and such Retirement occurred prior to December 3, 2009, his or her Beneficiary shall be entitled to receive a death benefit calculated          by first multiplying (i) the Participant's Final Salary, by (ii) the Participant's Benefit Factor. The product that results from multiplying (i) by (ii) shall          then be divided by the applicable Tax Factor, and will produce the death benefit to which the Participant's Beneficiary shall be entitled.

         For example, if a Participant dies while employed with an Employer with a Final Salary of $150,000 and a Benefit Factor of 300%, then the          Participant's Final Salary multiplied by his or her Benefit Factor equals $450,000. If the highest marginal Federal income tax rate, expressed as a          decimal, is .40, and the highest marginal state income tax rate, expressed as a decimal, is .10, then the Tax Factor equals .54. The Beneficiary          would be entitled to receive a death benefit equal to $833,333.33, calculated as follows:

$450,000

.54