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                         Consent Decree


                        I.  Introduction

1.   This Consent  Decree  is  entered into  by  the  Enforcement 
Bureau of the  Federal Communications  Commission ("Bureau")  and 
Wisconsin Energy Corporation (``WEC''). 

                         II.  Background

2.   WEC is a Milwaukee-based  holding company with  subsidiaries 
in utility and  non-utility businesses. The  company serves  more 
than one million  electric and 921,000  natural gas customers  in 
Wisconsin and  Michigan's  Upper Peninsula  through  its  utility 
subsidiaries  -  Wisconsin  Electric  Power  Company   ("WEPCO"), 
Wisconsin Gas Company ("WGC")  and Edison Sault Electric  Company 
("ESELCO").  In connection  with its  public utility  activities, 
WEC maintains  vital  communications systems  utilizing  licenses 
issued by the Commission.   Its non-utility subsidiaries  include 
energy services  and development,  pump manufacturing,  waste-to-
energy and real estate businesses.  WEC reported annual  revenues 
of $2,272,000,000 for the fiscal year ending December 31, 1999.

3.   In  March  2000,  WEC's  counsel  informed  the  Enforcement 
Bureau's Investigations & Hearings Division that the company  had 
discovered a number of instances in which it acquired control  of 
radio facilities through  a succession of  mergers and  corporate 
reorganizations without prior Commission consent.  WEC's  counsel 
indicated that the company was  conducting an internal review  to 
determine the scope of the problem. Thereafter, on June 9,  2000, 
WEC submitted an analysis of the results of its internal  review. 
WEC submitted  a  superseding  analysis on  July  11,  2000,  and 
supplemental information on November 7, 2000. 

4.   In its collective filings, WEC revealed the following: 
          Wisconsin  Energy   Corporation.   Through   1986, 
     Wisconsin Natural Gas  Company (``WNG'')  and WEC  were 
     wholly-owned subsidiaries of WEPCO.   Effective January 
     1,  1987,   the  companies   effectuated  a   corporate 
     reorganization whereby WEC  became the holding  company 
     of, and acquired  all outstanding shares  of stock  in, 
     WEPCO and WNG.  At the  time of the transaction,  WEPCO 
     was the licensee of 19 land mobile stations.   Although 
     the corporate  restructuring resulted  in a  pro  forma 
     transfer of control of  WEPCO's authorizations to  WEC, 
     WEC did  not  request Commission  consent  to  transfer 
     control of WEPCO's licenses to WEC until May 23,  2000, 
     more than  13 years  after  the fact.   The  Commission 
     granted its consent on June 13, 2000.
          Wisconsin Electric  Power  Company.  In  April  of 
     1994,  two  Multiple  Address  System  (MAS)  microwave 
     licenses held by WEPCO expired. Although Section 301 of 
     the Communications Act of  1934, as amended,  prohibits 
     unlicensed operation,  WEPCO continued  to operate  the 
     stations without  seeking  new  or  renewed  licensing. 
     Applications to re-license the  stations were filed  on 
     September 13, 2000,  and granted on  December 5,  2000.  
     On November 14, 2000, WEPCO requested Special Temporary 
     Authority (``STA'')  to  operate the  facilities.   The 
     STAs were granted on November 17, 2000. In addition, in 
     1992, WEPCO relocated a facility for one point-to-point 
     microwave  station  without  Commission  authorization. 
     WEPCO has continued  to operate the  facility from  the 
     unlicensed location since  that time.   On November  7, 
     2000, WEPCO requested an  STA to operate the  point-to-
     point microwave facility at the new location and  filed 
     an application to modify its license accordingly.   The 
     STA was granted on November 20, 2000.
          Wisconsin Natural Gas Company.  Effective  January 
     1, 1996, WNG (a wholly-owned subsidiary of WEC)  merged 
     into WEPCO (also a wholly-owned subsidiary of WEC)  and 
     ceased   to    exist.     Although    this    corporate 
     reorganization resulted in  the pro  forma transfer  of 
     control of  20  stations  (seven  land  mobile  and  13 
     microwave) from  WNG to  WEPCO, the  companies did  not 
     request Commission consent to  the transfer of  control 
     of the stations.
          Six of  the  land  mobile  licenses  held  by  WNG 
     expired on October 17, 1999 and the seventh land mobile 
     license expired on February 25, 2000. WEPCO, into which 
     WNG had  merged,  continued  to  operate  the  stations 
     without authority.  On April  19, 2000, WEPCO  obtained 
     an STA to  operate the land  mobile stations.  It  also 
     filed applications  to  re-license  them.  All  of  the 
     applications  were  granted   in  September  2000.   In 
     addition, the license for one microwave station held by 
     WNG expired on  December 23, 1998.  WEPCO continued  to 
     operate this station until approximately June 12, 2000, 
     when it discontinued operation. On May 19, 2000,  WEPCO 
     filed an  application  for Commission  consent  to  the 
     assignment of the 12 unexpired microwave licenses.  All 
     were granted on May 31, 2000.
          Wisconsin Southern Gas Company.  Effective January 
     1, 1994, Wisconsin Southern  Gas Company, an  unrelated 
     utility, merged into  WNG and  ceased to  exist.  As  a 
     consequence, WNG acquired control over one land  mobile 
     station licensed  to  Wisconsin Southern  Gas  Company. 
     Although this transaction  resulted in the  substantial 
     transfer of control of the station to WNG, WEC did  not 
     request Commission consent to the assignment of license 
     for the station until May 19, 2000, more than six years 
     later.  The Commission granted  its consent on June  9, 
     2000.
          Edison Sault Electric Company.   On May 31,  1998, 
     ESELCO, an  unrelated utility  holding company,  merged 
     into WEC and  ceased to exist.   As a consequence,  WEC 
     acquired control of three land mobile stations licensed 
     to  ESELCO's  wholly-owned  subsidiary,  Edison   Sault 
     Electric Company, now a wholly-owned subsidiary of WEC.  
     Although the  transaction resulted  in the  substantial 
     transfer of control of the  three stations to WEC,  WEC 
     did not request Commission consent to the assignment of 
     licenses for the  stations until May  23, 2000,  nearly 
     two years later.  The Commission granted its consent on 
     June 12, 2000.
          Presque Isle Power  Plant.  On  or about  December 
     31, 1987, WEPCO acquired  the Presque Isle Power  Plant 
     from the Upper Peninsula Power Company (``UPPCO'').  At 
     the time, UPPCO  was the  licensee of  one Land  Mobile 
     Station which was used in connection with the operation 
     of the power  plant. Following  the acquisition,  UPPCO 
     continued to  operate and  manage the  power plant  for 
     WEPCO pursuant to a  management agreement.  UPPCO  also 
     continued to operate the one station.  
          Ten  years  later,   on  January   1,  1998,   the 
     management agreement between  the companies  terminated 
     and WEPCO assumed  control of the  station.  WEPCO  did 
     not  seek   or  obtain   Commission  consent   to   the 
     substantial transfer of control of the station at  that 
     time.  Thereafter, on August  1, 1998, UPPCO  requested 
     cancellation of the license without WEPCO's  knowledge.  
     WEPCO  continued   to  operate   the  station   without 
     authority until April 19, 2000, when it was granted  an 
     STA. WEPCO filed an application to re-license the  land 
     mobile station at the Presque Isle Power Plant on  June 
     26, 2000.  The application  was granted on December  5, 
     2000. 
          United Illuminating Company.   On April 15,  1999, 
     Wisvest-Connecticut, LLC  (``Wisvest-CT''),  a  wholly-
     owned  subsidiary  of  Wisvest  Corporation  (itself  a 
     wholly-owned subsidiary  of  WEC), acquired  two  power 
     plants from  United  Illuminating  Company  through  an 
     asset purchase.  In  connection with this  transaction, 
     Wisvest-CT also acquired control of certain frequencies 
     associated with three land mobile stations licensed  to 
     United Illuminating Company.  Although the  transaction 
     resulted in the substantial transfer of control of  the 
     stations to Wisvest-CT,  the companies  did not  timely 
     request Commission consent to the partial assignment of 
     the three  licenses.  On April  19,  2000,  Wisvest?CT, 
     through WEC, obtained  an STA to  operate the  stations 
     previously licensed to United Illuminating Company.  On 
     June 23, 2000,  Wisvest?CT filed a  new application  to 
     license the subject  frequencies.  The application  was 
     granted on September 1, 2000. 
          In addition,  Wisvest?CT  began operating  a  land 
     mobile station  on  451/456.0375 MHz  in  the  mistaken 
     belief that the  acquisition of the  power plants  also 
     included   an   entitlement   to   operate   on   these 
     frequencies. Wisvest?CT operated  on these  frequencies 
     without authorization until July  3, 2000, pursuant  to 
     conditional authority.  Wisvest?CT's new application to 
     license the frequencies  was granted  on September  21, 
     2000. Wisvest-CT  also  began operating  a  new  marine 
     coastal station using five frequencies when it acquired 
     the  power  plants  from  United  Illuminating  Company 
     without authority.  Wisvest-CT was granted a license to 
     operate the facilities on June 24, 1999.
                          III.  Definitions

5.   For the  purposes  of  this Consent  Decree,  the  following 
definitions shall apply:

(a)  "Commission" means the Federal Communications Commission.

(b)  "Bureau" means the Commission's Enforcement Bureau.

(c)  "WEC'' means Wisconsin Energy Corporation. 

     (d)  "Order" means  the  order  of  the  Enforcement  Bureau 
          adopting this Consent Decree.

     (e)  "Final Order" means the Order that is no longer subject 
          to administrative or judicial reconsideration,  review, 
          appeal, or stay.

     (f)  ``Act''  means  the  Communications  Act  of  1934,  as 
          amended, Title 47 of the United States Code.  

                         IV.  Agreement

6.   WEC agrees that the Bureau has jurisdiction over the matters 
contained in this Consent Decree and the authority to enter  into 
and adopt this Consent Decree.

7.   The Bureau and WEC agree  that this Consent Decree does  not 
constitute an adjudication on  the merits or  any finding on  the 
facts  or  law  regarding  any  violations  of  the  Act  or  the 
Commission's rules committed by WEC.
      
8.   WEC agrees that  it shall make  a voluntary contribution  to 
the United States Treasury in the amount of $25,000.00 within  10 
calendar days after the Bureau  releases the Order adopting  this 
Consent Decree. 

9.   WEC agrees to implement, within  10 calendar days after  the 
Bureau  releases  the  Order  adopting  this  Consent  Decree,  a 
comprehensive internal program,  a summary of  which is  attached 
hereto, to  ensure  WEC's future  compliance  with the  Act,  the 
Commission's rules, and the Commission's policies. 

10.  In  express  reliance  upon  the  representations  contained 
herein, the Bureau agrees to terminate its investigation into the 
matters discussed in paragraphs 3 - 4, above. 

11.  The Bureau  agrees  not  to institute  any  new  proceeding, 
formal  or  informal,  of  any  kind  against  WEC  for  apparent 
violations of Section 310(d) of the Act or Section 301 of the Act 
arising from the matters discussed in paragraphs 3 - 4, above. 

12.  In the event  that WEC  is found  by the  Commission or  its 
delegated authority to  have engaged  in a  violation of  Section 
310(d) of the Act and/or Section 301 of the Act subsequent to the 
release of the  Order adopting  this Consent  Decree, WEC  agrees 
that the conduct  described in paragraphs  3 - 4,  above, may  be 
considered by  the  Commission  or  its  delegated  authority  in 
determining an appropriate sanction. 

13.  WEC  waives  any  and  all  rights  it  may  have  to   seek 
administrative or  judicial  reconsideration, review,  appeal  or 
stay, or to otherwise challenge  or contest the validity of  this 
Consent Decree  and  the  Order  adopting  this  Consent  Decree, 
provided the  Order is  limited to  adopting the  Consent  Decree 
without change, addition, or modification.

14.  WEC and  the Bureau  agree that  the effectiveness  of  this 
Consent Decree  is  expressly  contingent upon  issuance  of  the 
Order, provided  the  Order  adopts the  Consent  Decree  without 
change, addition, or modification. 

15.  WEC and the Bureau agree that in the event that this Consent 
Decree  is   rendered  invalid   by   any  court   of   competent 
jurisdiction, it shall become null and  void and may not be  used 
in any manner in any legal proceeding.

16.  WEC and the Bureau agree that if WEC, the Commission, or the 
United States  on behalf  of the  Commission, brings  a  judicial 
action to enforce the  terms of the  Order adopting this  Consent 
Decree, neither WEC nor the Commission shall contest the validity 
of the Consent Decree or Order, and WEC and the Commission  shall 
waive any statutory right to a trial de novo with respect to  any 
matter upon which the Order is based (provided in each case  that 
the Order  is  limited to  adopting  the Consent  Decree  without 
change, addition,  or  modification),  and  shall  consent  to  a 
judgment incorporating the terms of this Consent Decree.

17.  WEC agrees to waive any  claims it may otherwise have  under 
the Equal Access to Justice Act, Title 5 U.S.C.  504 and 47 C.F. 
R.   1.1501  et  seq.,  relating to  the  matters  discussed  in 
paragraphs 
     3 - 4 , above.

18.  WEC agrees that  any violation  of the  Order adopting  this 
Consent Decree shall constitute a separate violation and  subject 
WEC to appropriate administrative sanctions.

19.  WEC and  the Bureau  agree  to be  bound  by the  terms  and 
conditions stated herein.

20.  WEC and the  Bureau agree  that this Consent  Decree may  be 
signed in counterparts.


ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION 


By:                                 _____________________________                                               
____________  
     David H. Solomon                             Date
     Chief




WISCONSIN ENERGY CORPORATION


By:                                ______________________________                                              
____________ 
     Larry Salustro                                    Date
     General Counsel and Senior Vice President







                  SUMMARY OF COMPLIANCE PROGRAM
                               OF
                  WISCONSIN ENERGY CORPORATION




Corporate Compliance Program to Include FCC Regulations

     WEC's Section 310(d) and  Section 301 compliance program  is 
part of  a  larger  FCC  compliance  program  that  involves  the 
following elements:  a compliance manual and a training  program, 
which  include  identifying  and  handling  potential   transfers 
covered by  Section  310(d)  and proper  operations  pursuant  to 
Section 301.

WEC's Compliance Manual

     A compliance manual has been  developed and will be  updated 
as necessary.  WEC's licensing personnel have ready access to the 
compliance manual and are to  follow the procedures contained  in 
it.  Such personnel are also encouraged to contact the  company's 
law department with any questions they may have.

Compliance Training Program

     WEC  in  conjunction  with  its  outside  telecommunications 
counsel, has  established  an  FCC  compliance  training  program 
specifically geared  to employees  who engage  in FCC  licensing-
related activities.  The  program includes a  thorough review  of 
FCC transfer of control issues.  It is anticipated that  training 
sessions will be conducted at least annually to ensure compliance 
with the Communications Act  of 1934, as  amended, and the  FCC's 
regulations.

Internal Process

     WEC has a centralized  process for the  handling of all  FCC 
licensed facilities  and related  FCC applications  and  matters.  
This will  help ensure  that all  FCC rules  and regulations  are 
being adhered to prior to and during any corporate restructuring, 
acquisitions or related  transactions.  WEC is  sensitive to  the 
requirements of 47 U.S.C.   310(d) and   301 and will  maintain 
open communications among its personnel  in order to prevent  any 
pro  forma   or  substantive   unauthorized  assignments   and/or 
transfers  of  control   and  operations   of  stations   without 
authorization.