AMENDMENT TO RIGHTS AGREEMENT


        This Amendment to Rights Agreement, effective as of the 9th
day of October, 2002, is made and entered into by and among U.S. Bank National
Association ("U.S. Bank"), WPS Resources Corporation, a Wisconsin
corporation (the "Company"), and American Stock Transfer & Trust
Company ("AST").

WITNESSETH

        WHEREAS, the Company and U.S. Bank (as successor to Firstar
Trust Company) are parties to that certain Rights Agreement, dated as of
December 12, 1996, a copy of which is attached hereto as Exhibit A
(the "Rights Agreement"), pursuant to which U.S. Bank undertook the
duties and obligations of the Rights Agent (as defined in the Rights Agreement)
under the terms and conditions of the Rights Agreement;

        WHEREAS, U.S. Bank has notified the Company that it will
resign as such Rights Agent;

        WHEREAS, pursuant to Section 21 of the Rights Agreement, the
Company agrees to discharge U.S. Bank from its duties as Rights Agent under the
Rights Agreement;

        WHEREAS, the Company desires to appoint AST as a successor
Rights Agent under the Rights Agreement, and AST desires to undertake and
perform the duties and obligations of the Rights Agent under the terms and
conditions of the Rights Agreement;

        WHEREAS, the Company has directed U.S. Bank to amend Section
21 of the Rights Agreement as necessary to allow the Company to appoint AST as a
successor Rights Agent under the Rights Agreement.

        NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:


        1. Amendment of Rights Agreement. Section 21
        of the Rights Agreement is hereby amended and restated in its entirety
        to read as follows:

  
    "Section 21. Change of Rights Agent. The
    Rights Agent or any successor Rights Agent may resign and be discharged from
    its duties under this Agreement upon 30 days' notice in writing mailed to
    the Company and to each transfer agent of the Common Shares by registered or
    certified mail and, if separate Right Certificates have been issued as of
    the date of such notice as contemplated by Section 3 hereof, to the
    holders of the Right Certificates by first-class mail. The Company may
    remove the Rights Agent or any successor Rights Agent upon 30 days' notice
    in writing, mailed to the Rights Agent or successor Rights Agent, as the
    case may be, and to each transfer agent of the Common Shares by registered
    or certified mail, and, if separate Right Certificates have been issued as
    of the date of such notice as contemplated by Section 3 hereof, to the
    holders of the Right Certificates by first-class mail. If the Rights Agent
    shall resign or be removed or shall otherwise become incapable of acting,
    the Company shall appoint a successor to the Rights Agent. If the Company
    shall fail to make such appointment within a period of 30 days after giving
    notice of such removal or after it has been notified in writing of such
    resignation or incapacity by the resigning or incapacitated Rights Agent or
    by the holder of a Right Certificate (who shall, with such notice, submit
    his Right Certificate for inspection by the Company), then the registered
    holder of any Right Certificate may apply to any court of competent
    jurisdiction for the appointment of a new Rights Agent. Any successor Rights
    Agent, whether appointed by the Company or by such a court, shall be (a) a
    corporation organized and doing business under the laws of the United States
    or of the State of New York or the State of Wisconsin (or of any other state
    of the United States so long as such corporation is authorized to do
    business in the State of New York or the State of Wisconsin), in good
    standing, having an office or agency in the State of Wisconsin or the State
    of New York, which is authorized under such laws to exercise corporate trust
    or stock transfer powers and is subject to supervision or examination by
    federal or state authority and which has at the time of its appointment as
    Rights Agent a combined capital and surplus of at least $10 million, or (b)
    an Affiliate of a corporation described in clause (a) of this sentence.
    After appointment, the successor Rights Agent shall be vested with the same
    powers, rights, duties and responsibilities as if it had been originally
    named as Rights Agent without further act or deed; but the predecessor
    Rights Agent shall deliver and transfer to the successor Rights Agent any
    property at the time held by it hereunder, and execute and deliver any
    further assurance, conveyance, act or deed necessary for the purpose. Not
    later than the effective date of any such appointment the Company shall file
    notice thereof in writing with the predecessor Rights Agent and each
    transfer agent of the Common Shares, and, if separate Right Certificates
    have been issued as of such effective date as contemplated by Section 3
    hereof, mail a notice thereof in writing to the registered holders of the
    Right Certificates. Failure to give any notice provided for in this Section
    21, however, or any defect therein, shall not affect the legality or
    validity of the resignation or removal of the Rights Agent or the
    appointment of the successor Rights Agent, as the case may be."

  

        2. Appointment. The Company hereby appoints
        AST as a successor Rights Agent under the terms and conditions of the
        Rights Agreement, as amended pursuant to Section 1 above (as so amended,
        the "Amended Rights Agreement").

        3. Assumption. AST hereby accepts the
        appointment as agent for the Company and the holders of Rights under the
        Amended Rights Agreement, and AST hereby assumes and agrees to perform
        all of the duties and obligations of the Rights Agent under the terms
        and conditions of the Amended Rights Agreement.

        4. Notice. U.S. Bank hereby acknowledges that
        this instrument constitutes notice to U.S. Bank, as the Company's
        transfer agent, pursuant to Section 21 of the Amended Rights Agreement
        that the Company has appointed AST as the successor Rights Agent to
        U.S. Bank under the Amended Rights Agreement and that U.S. Bank is
        hereby discharged as such Rights Agent.

        5. No Further Amendment. Except as provided in
        Section 1 above, the terms and conditions of the Amended Rights
        Agreement shall be unaffected by this instrument and shall remain in
        full force and effect. The Company and AST each acknowledge that
        pursuant to Section 28 of the Amended Rights Agreement the respective
        covenants and provisions of the Amended Rights Agreement by or for the
        benefit of the Company or the Rights Agent shall bind and inure to the
        benefit of their respective successors and assigns thereunder.

        6. Governing Law. This instrument shall be
        deemed to be a contract made under the laws of the State of Wisconsin
        and for all purposes shall be governed by and construed in accordance
        with the laws of such State applicable to contracts to be made and
        performed entirely within such State.

        7. Counterparts. This instrument may be
        executed in any number of counterparts, and each of such counterparts
        shall for all purposes be deemed to be an original, and all such
        counterparts shall together constitute but one and the same instrument.




        IN WITNESS WHEREOF, the parties hereto have executed this
instrument, effective as of the date recited above.


  
    
      
        
                    
                    WPS RESOURCES CORPORATION

                    

                    By: /s/ Joseph P. O'Leary

                    Name: Joseph P. O'Leary

                    Title: Senior Vice President and Chief Financial Officer

                    
                    U.S. BANK NATIONAL ASSOCIATION

                    

                    By: /s/ R. J. Dechant

                    
                    Name: Robert J. Dechant

                    Title: Vice President

                    
                    AMERICAN STOCK TRANSFER & TRUST COMPANY

                    

                    By: /s/ H. J. Lemmer

                    Name: Herbert J. Lemmer

                    Title: Vice President