AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER


          THIS  AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made as of this 9th
day of September,  1999 by and among WISCONSIN  ENERGY  CORPORATION  ("Wisconsin
Energy"), WICOR, INC. ("WICOR") and CEW ACQUISITION, INC. ("Acquisition").


                                    RECITALS

          WHEREAS,  Wisconsin  Energy,  WICOR and  Acquisition are parties to an
Agreement and Plan of Merger dated as of June 27, 1999 (the "Merger Agreement");
and

          WHEREAS,  WICOR and Wisconsin Energy are parties to a lawsuit filed in
the  Circuit  Court of  Milwaukee  County,  Wisconsin  as Case No.  99-CV-005395
entitled Halpren v. George E. Wardeberg et al. (the "Action"); and

          WHEREAS,   the  parties  to  the  Action  have  reached  a  settlement
concerning the matters in the Action  pursuant to a Memorandum of  Understanding
dated August 27, 1999 (the "Memorandum"); and

          WHEREAS,  the parties wish to amend the Merger  Agreement as set forth
in this Amendment to Agreement and Plan of Merger.

          NOW  THEREFORE,  in  consideration  of the  Recitals and of the mutual
covenants  and  agreements  set forth  herein  and for other  good and  valuable
consideration,  the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed that:

          1. Amendments. The Merger Agreement is hereby amended as follows:

                    (a) The third  sentence  of  Section  3.9(c)  of the  Merger
          Agreement is deleted.

                    (b) The number  "$30,000,000"  as the Special Fee in Section
          3.9(e) of the Merger Agreement is changed to "$25,000,000".

          2. Effectiveness. This Amendment to Agreement and Plan of Merger shall
be of no further force and effect if the  Memorandum is "null and void" pursuant
to the provisions of paragraph 7 of the Memorandum.




          3. Continuance of Merger Agreement.  Except as specifically amended by
this  Amendment  to Agreement  and Plan of Merger,  the Merger  Agreement  shall
continue in full force and effect.

          IN  WITNESS  WHEREOF,  the  parties  have  caused  this  Amendment  to
Agreement  and Plan of Merger to be duly  executed  as of the day and year first
above written.

                                      WISCONSIN ENERGY CORPORATION


                                      By  /s/ Richard A. Abdoo
                                          ------------------------------------
                                          Richard A. Abdoo,
                                          Chairman of the Board, President
                                          and Chief Executive Officer


                                      WICOR, INC.

                                      By  /s/ George E. Wardeberg
                                          ------------------------------------
                                          George E. Wardeberg,
                                          Chairman and Chief Executive Officer


                                      CEW ACQUISITION, INC.


                                      By  /s/ Richard A. Abdoo
                                          ------------------------------------
                                          Richard A. Abdoo,
                                          Chairman of the Board, President
                                          and Chief Executive Officer



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