Exhibit 10.9


KEY EXECUTIVE EMPLOYMENT

AND SEVERANCE AGREEMENT

 

By and Between

 

WPS RESOURCES CORPORATION

 

And

 

_____________________________

 

Dated as of , 200__



 

 


		
    
Table of Contents 



	
			
	Section 		
      Page 

			
      

	1.	Definitions 	
    2



		(a) Act 	
  2



		(b) Affiliate and Associate 	
  2



		(c) Beneficial Owner 	
  3



		(d) Cause 	
  4



		(e) Change in Control of the Company 	
  5

		(f) Code 	6
		(g) Continuing Director 	7
		(h) Covered Termination 	7
		(i) Employment Period 	7
		(j) Good Reason 	7
		(k) Normal Retirement Date  	9
		
        
        (l) Person 	9
		(m) Termination Date 	9
	2.	Termination or Cancellation Prior to Change in
    Control	13
	3.	 Employment Period 	14
	4.	 Duties 	14
	5.	 Compensation 	15
	6.	 Annual Compensation Adjustments 	18
	7.	 Termination For Cause or Without Good Reason 	18
	8.	 Termination Giving Rise to a Termination Payment  	19
	9.	
    
 Payments Upon Termination  	20
		
        
        (a) Accrued Benefits 	20
		(b) Termination Payment  	21
	10.	
    
 Death 	27
	11.	 Retirement  	28
	12.	
    
 Termination for Disability  	28
	13.	
    
 Termination Notice and Procedure 	29
	14.	 Further Obligations of the Executive 	30
		(a) Competition 	30
		(b) Confidentiality 	31
	15.	 Expenses and Interest 	31
	16.	 Payment Obligations Absolute 	32
	17.	 Successors 	32
	18.	 Severability  	34
	19.	
    
 Amendment 	34
	20.	
    
 Withholding 	34
	21.	 Certain Rules of Construction 	34
	22.	 Governing Law; Resolution of Disputes 	34
	23.	 Notice 	35
	24.	 No Waiver 	36
	25.	 Headings  	36


 

  
    
    

    

    KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

  
 

        THIS AGREEMENT, made and entered into as of the ______ day of _________,
____, by and between WPS Resources Corporation, a Wisconsin corporation
(hereinafter referred to as the "Company"), and _____________________
(hereinafter referred to as "Executive").

W I T N E S S E T H

 

        WHEREAS, the Executive is employed by the Company and/or a subsidiary of the
Company (the "Employer") in a key executive capacity and the
Executive's services are valuable to the conduct of the business of the Company;

        WHEREAS, the Executive possesses intimate knowledge of the business and
affairs of the Company and has acquired certain confidential information and
data with respect to the Company;

        WHEREAS, the Company desires to insure, insofar as possible, that it will
continue to have the benefit of the Executive's services and to protect its
confidential information and goodwill;

        WHEREAS, the Company recognizes that circumstances may arise in which a
change in control of the Company occurs, through acquisition or otherwise,
thereby causing current uncertainty about the Executive's future employment with
the Employer without regard to the Executive's competence or past contributions,
which uncertainty may result in the loss of valuable services of the Executive
to the detriment of the Company and its shareholders, even if such a change in
control never does in fact occur, and the Company and the Executive wish to
provide reasonable security to the Executive against changes in the Executive's
relationship with the Company in the event of certain changes in control;

        WHEREAS, the Company and the Executive are desirous that any proposal for a
change in control or acquisition of the Company will be considered by the
Executive objectively and with reference only to the best interests of the
Company and its shareholders; and

        WHEREAS, the Executive will be in a better position to consider the Company's
best interests if the Executive is afforded reasonable security, as provided in
this Agreement, against altered conditions of employment which could result from
any such change in control or acquisition.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements hereinafter set forth, the parties hereto mutually covenant and
agree as follows:

        1.  Definitions.

        (a)  Act. For purposes of this Agreement, the term "Act" means the
Securities Exchange Act of 1934, as amended.

        (b) Affiliate and Associate. An "Affiliate" of, or a person "affiliated" with, a
specified person, is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified and the term "Associate" used to indicate a
relationship with any person, means:


  
    (i) any corporation or organization (other than the registrant or a
    majority-owned subsidiary of the registrant) of which such person is an
    officer or partner or is, directly or indirectly, the beneficial owner of 10
    percent or more of any class of equity securities,

    (ii) any trust or other estate in which such person has a substantial
    beneficial interest or as to which such person serves as trustee or in a
    similar fiduciary capacity, and

    (iii) any relative or spouse of such person, or any relative of such
    spouse, who has the same home as such person or who is a director or officer
    of the registrant or any of its parents or subsidiaries.

  



        (c) Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the
"Beneficial Owner" of any securities:


  
    (i) which such Person or any of such Person's Affiliates or Associates
    has the right to acquire (whether such right is exercisable immediately or
    only after the passage of time) pursuant to any agreement, arrangement or
    understanding, or upon the exercise of conversion rights, exchange rights,
    rights, warrants or options, or otherwise; provided, however, that a Person
    shall not be deemed the Beneficial Owner of, or to beneficially own, (A)
    securities tendered pursuant to a tender or exchange offer made by or on
    behalf of such Person or any of such Person's Affiliates or Associates until
    such tendered securities are accepted for purchase or (B) securities
    issuable upon exercise of Rights pursuant to the terms of the Company's
    Rights Agreement with Firstar Trust Company, dated as of December 12, 1996,
    as amended from time to time (or any successor to such Rights Agreement) at
    any time before the issuance of such securities;

    (ii) which such Person or any of such Person's Affiliates or Associates,
    directly or indirectly, has the right to vote or dispose of or has
    "beneficial ownership" of (as determined pursuant to Rule 13d-3 of
    the General Rules and Regulations under the Act), including pursuant to any
    agreement, arrangement or understanding; provided, however, that a Person
    shall not be deemed the Beneficial Owner of, or to beneficially own, any
    security under this subparagraph (ii) as a result of an agreement,
    arrangement or understanding to vote such security if the agreement,
    arrangement or understanding: (A) arises solely from a revocable proxy or
    consent given to such Person in response to a public proxy or consent
    solicitation made pursuant to, and in accordance with, the applicable rules
    and regulations under the Act and (B) is not also then reportable on a
    Schedule 13D under the Act (or any comparable or successor report); or

    (iii) which are beneficially owned, directly or indirectly, by any other
    Person with which such Person or any of such Person's Affiliates or
    Associates has any agreement, arrangement or understanding for the purpose
    of acquiring, holding, voting (except pursuant to a revocable proxy as
    described in Subsection 1(c)(ii) above) or disposing of any voting
    securities of the Company.

  



        (d) Cause. "Cause" for termination by the Company of the Executive's
employment in connection with a Change of Control of the Company shall, for
purposes of this Agreement, be limited to:


  
    (i) the engaging by the Executive in intentional conduct not taken in
    good faith which has caused demonstrable and serious financial injury to the
    Company, as evidenced by a determination in a binding and final judgment,
    order or decree of a court or administrative agency of competent
    jurisdiction, in effect after exhaustion or lapse of all rights of appeal,
    in an action, suit or proceeding, whether civil, criminal, administrative or
    investigative;

    (ii) conviction of a felony (as evidenced by binding and final judgment,
    order or decree of a court of competent jurisdiction, in effect after
    exhaustion of all rights of appeal) which substantially impairs the
    Executive's ability to perform his duties or responsibilities; and

    (iii) continuing willful and unreasonable refusal by the Executive to
    perform the Executive's duties or responsibilities (unless significantly
    changed without the Executive's consent).

  



        (e)  Change in Control of the Company. For purposes of this Agreement, a Change in Control of the Company shall be
deemed to have occurred if:


  
    (i) any Person (other than any employee benefit plan of the Company or of
    any subsidiary of the Company, any Person organized, appointed or
    established pursuant to the terms of any such benefit plan or any trustee,
    administrator or fiduciary of such a plan) is or becomes the Beneficial
    Owner of securities of the Company representing at least 30% of the combined
    voting power of the Company's then outstanding securities;

    (ii) one-half or more of the members of the Board are not Continuing
    Directors;

    (iii) there shall be consummated any merger, consolidation, or
    reorganization of the Company with any other corporation as a result of
    which less than 50% of the outstanding voting securities of the surviving or
    resulting entity are owned by the former shareholders of the Company other
    than a shareholder who is an Affiliate or Associate of any party to such
    consolidation or merger;

    (iv) there shall be consummated (x) any merger of the Company or share
    exchange involving the Company in which the Company is not the continuing or
    surviving corporation other than a merger of the Company in which each of
    the holders of the Company's Common Stock immediately prior to the merger
    have the same proportionate ownership of common stock of the surviving
    corporation immediately after the merger;

    (v) there shall be consummated any sale, lease, exchange or other
    transfer (in one transaction or a series of related transactions) of all, or
    substantially all, of the assets of the Company to a Person which is not a
    wholly owned subsidiary of the Company; or

    (vi) the shareholders of the Company approve any plan or proposal for the
    liquidation or dissolution of the Company.

  



        (f)  Code. For purposes of this Agreement, the term "Code" means the
Internal Revenue Code of 1986, including any amendments thereto or successor tax
codes thereof.

        (g) Continuing Director. For purposes of this Agreement, the term "Continuing Director"
means:


  
    (i) any member of the Board of Directors of the Company who was a member
    of such Board on May 1, 1997,

    (ii) any successor of a Continuing Director who is recommended to succeed
    a Continuing Director by a majority of the Continuing Directors then on such
    Board; and

    (iii) additional directors elected by a majority of the Continuing
    Directors then on such Board.

  



        (h)

 Covered Termination. Subject to Section 2(b) hereof, for purposes of this Agreement, the term
"Covered Termination" means any termination of the Executive's
employment where the Termination Date is any date prior to the end of the
Employment Period.

        (i)

 Employment Period. For purposes of this Agreement, the term "Employment Period"
means a period commencing on the date of a Change in Control of the Company, and
ending at 11:59 p.m. Central Time on the earlier of the third anniversary of
such date or the Executive's Normal Retirement Date.

        (j)

 Good Reason. For purposes of this Agreement, the Executive shall have a "Good
Reason" for termination of employment in connection with a Change in
Control of the Company in the event of:


  
    (i) any breach of this Agreement by the Company, including specifically
    any breach by the Company of its agreements contained in Sections 4, 5 or 6
    hereof;

    (ii) the removal of the Executive from, or any failure to reelect or
    reappoint the Executive to, any of the positions held with the Company or
    the Employer on the date of the Change in Control of the Company or any
    other positions with the Company or the Employer to which the Executive
    shall thereafter be elected, appointed or assigned, except in the event that
    such removal or failure to reelect or reappoint relates to the termination
    by the Company of the Executive's employment for Cause or by reason of
    disability pursuant to Section 12 hereof;

    (iii) a good faith determination by the Executive that there has been a
    significant adverse change, without the Executive's written consent, in the
    Executive's working conditions or status with the Company or the Employer
    from such working conditions or status in effect during the 180-day period
    immediately prior to the Change in Control of the Company, including but not
    limited to (A) a significant change in the nature or scope of the
    Executive's authority, powers, functions, duties or responsibilities, or (B)
    a significant reduction in the level of support services, staff, secretarial
    and other assistance, office space and accoutrements; or

    (iv) failure by the Company to obtain the agreement referred to in
    Section 17(a) hereof as provided therein.

  



        (k)

 Normal Retirement Date. For purposes of this Agreement, the term "Normal Retirement Date"
means the earlier of:


  
    (i) "Normal Retirement Date" as defined in the Wisconsin Public
    Service Corporation Administrative Employees' Retirement Plan, or any
    successor plan, as in effect on the date of the Change in Control of the
    Company; or

    (ii) such earlier retirement date chosen by the Executive prior to the
    commencement of the Employment Period.

  



        (l)

 Person. For purposes of this Agreement, the term "Person" shall mean any
individual, firm, partnership, corporation or other entity, including any
successor (by merger or otherwise) of such entity, or a group of any of the
foregoing acting in concert.

        (m)

 Termination Date. For purposes of this Agreement, except as otherwise provided in Section
10(b) and Section 17(a) hereof, the term "Termination Date" means:


  
    (i) if the Executive's employment is terminated by the Executive's death,
    the date of death;

    (ii) if the Executive's employment is terminated by reason of voluntary
    early retirement, as agreed in writing by the Company and the Executive, the
    date of such early retirement which is set forth in such written agreement;

    (iii) if the Executive's employment is terminated for purposes of this
    Agreement by reason of disability pursuant to Section 12 hereof, the earlier
    of thirty days after the Notice of Termination is given or one day prior to
    the end of the Employment Period;

    (iv) if the Executive's employment is terminated by the Executive
    voluntarily (other than for Good Reason), the date the Notice of Termination
    is given; and

    (v) if the Executive's employment is terminated by the Company (other
    than by reason of disability pursuant to Section 12 hereof) or by the
    Executive for Good Reason, the earlier of thirty days after the Notice of
    Termination is given or one day prior to the end of the Employment Period.
    Notwithstanding the foregoing,

        (A) If termination is for Cause pursuant to Section 1(d)(iii) of this
    Agreement and if the Executive has cured the conduct constituting such Cause
    as described by the Company in its Notice of Termination within such thirty
    day or shorter period, then the Executive's employment hereunder shall
    continue as if the Company had not delivered its Notice of Termination.

        (B) If the Company (or the Employer) shall give a Notice of Termination
    for Cause or by reason of disability and the Executive in good faith
    notifies the Company that a dispute exists concerning the termination within
    the fifteen day period following receipt thereof, then the Executive may
    elect to continue his employment during such dispute, and the Termination
    Date shall be determined under this paragraph. If the Executive so elects
    and it is thereafter determined that Cause or disability (as the case may
    be) did exist, the Termination Date shall be the earlier of (1) the date on
    which the dispute is finally determined, either (x) by mutual written
    agreement of the parties or (y) in accordance with Section 22 hereof, (2)
    the date of the Executive's death, or (3) one day prior to the end of the
    Employment Period. If the Executive so elects and it is thereafter
    determined that Cause or disability (as the case may be) did not exist, then
    the employment of the Executive hereunder shall continue after such
    determination as if the Company (of the Employer) had not delivered its
    Notice of Termination and there shall be no Termination Date arising out of
    such Notice. In either case, this Agreement continues, until the Termination
    Date, if any, as if the Company (or the Employer) had not delivered the
    Notice of Termination except that, if it is finally determined that the
    Company (or the Employer) properly terminated the Executive for the reason
    asserted in the Notice of Termination, the Executive shall in no case be
    entitled to a Termination Payment (as hereinafter defined) arising out of
    events occurring after the Company delivered its Notice of Termination.

        (C) If the Executive shall in good faith give a Notice of Termination for
    Good Reason and the Company (or the Employer) notifies the Executive that a
    dispute exists concerning the termination within the fifteen day period
    following receipt thereof, then the Executive may elect to continue his
    employment during such dispute and the Termination Date shall be determined
    under this paragraph. If the Executive so elects and it is thereafter
    determined that Good Reason did exist, the Termination Date shall be the
    earliest of (l) the date on which the dispute is finally determined, either
    (x) by mutual written agreement of the parties or (y) in accordance with
    Section 22 hereof, (2) the date of the Executive's death or (3) one day
    prior to the end of the Employment Period. If the Executive so elects and it
    is thereafter determined that Good Reason did not exist, then the employment
    of the Executive hereunder shall continue after such determination as if the
    Executive had not delivered the Notice of Termination asserting Good Reason
    and there shall be no Termination Date arising out of such Notice. In either
    case, this Agreement continues, until the Termination Date, if any, as if
    the Executive had not delivered the Notice of Termination except that, if it
    is finally determined that Good Reason did exist, the Executive shall in no
    case be denied the benefits described in Sections 8(b) and 9 hereof
    (including a Termination Payment) based on events occurring after the
    Executive delivered his Notice of Termination.

        (D) If an opinion is required to be delivered pursuant to Section
    9(b)(ii) hereof and such opinion shall not have been delivered, the
    Termination Date shall be the earlier of the date on which such opinion is
    delivered or one day prior to the end of the Employment Period.

        (E) Except as provided in Paragraph (B) above, if the party receiving the
    Notice of Termination notifies the other party that a dispute exists
    concerning the termination within the appropriate period following receipt
    thereof and it is finally determined that the reason asserted in such Notice
    of Termination did not exist, then (1) if such Notice was delivered by the
    Executive, the Executive will be deemed to have voluntarily terminated his
    employment and the Termination Date shall be the earlier of the date fifteen
    days after the Notice of Termination is given or one day prior to the end of
    the Employment Period and (2) if delivered by the Company, the Company will
    be deemed to have terminated the Executive other than by reason of death,
    disability or Cause.

  



        2. Termination or Cancellation Prior to Change in
Control.

        (a) Subject to Subsection 2(b) hereof, the Company (and the Employer) and the
Executive shall each retain the right to terminate the employment of the
Executive or terminate and cancel this Agreement at any time prior to a Change
in Control of the Company. Subject to Subsection 2(b) hereof, in the event the
Executive's employment is terminated by the Company (or the Employer) prior to a
Change in Control of the Company, this Agreement shall be terminated and
cancelled and of no further force and effect, and any and all rights and
obligations of the parties hereunder shall cease. In the event the Executive's
employment is terminated by the Executive prior to a Change in Control of the
Company, except for obligations of the Executive in Section 14(b) hereof
which shall survive such termination, this Agreement shall be terminated and
cancelled and of no further force and effect and any and all rights and
obligations of the parties except those in Section 14 shall cease.

        (b) Anything in this Agreement to the contrary notwithstanding, if a Change
in Control of the Company shall occur and if the Executive's employment with the
Company or a subsidiary of the Company shall have been terminated (other than a
termination due to the Executive's death or as a result of the Executive's
disability) or if this Agreement shall have been otherwise terminated and
cancelled by the Company during the period of 180 days prior to the date on
which the Change in Control of the Company shall occur, then for all purposes of
this Agreement such termination of employment shall be deemed a "Covered
Termination" and any such termination and cancellation of this Agreement
unless effected in the manner specified in Section 19 hereof, shall be null and
void unless it shall be reasonably demonstrated by the Company that such
termination of employment or termination and cancellation of this Agreement:


  
    (i) shall not have been at the request of a third party who had taken
    steps reasonably calculated to effect a Change in Control of the Company; or

    (ii) shall not otherwise have arisen in connection with or in
    anticipation of a Change in Control of the Company.

  



        3. Employment Period. If a Change in Control of the Company occurs when the Executive is employed
by the Company or a subsidiary of the Company, the Company will, or will cause
the Employer to, continue thereafter to employ the Executive during the
Employment Period, and the Executive will remain in the employ of the Employer
in accordance with and subject to the terms and provisions of this Agreement.
Any termination of the Executive's employment during the Employment Period,
whether by the Company or the Employer, shall be deemed a termination by the
Company for purposes of this Agreement.

        4. Duties. During the Employment Period, the Executive shall, in the same capacities
and positions held by the Executive at the time of the Change in Control of the
Company or in such other capacities and positions as may be agreed to by the
Company and the Executive in writing, devote the Executive's best efforts and
all of the Executive's business time, attention and skill to the business and
affairs of the Employer, as such business and affairs now exist and as they may
hereafter be conducted. The services which are to be performed by the Executive
hereunder are to be rendered in the same metropolitan area in which the
Executive was employed during the 180-day period prior to the time of such
Change in Control of the Company, or in such other place or places as shall be
mutually agreed upon in writing by the Executive and the Company from time to
time. Without the Executive's consent the Executive shall not be required to be
absent from such metropolitan area more than 45 days in any fiscal year of the
Company.

        5. Compensation. During the Employment Period, the Executive shall be compensated as
follows:

        (a) The Executive shall receive, at reasonable intervals (but not less often
than monthly) and in accordance with such standard policies as may be in effect
immediately prior to the Change in Control of the Company, an annual base salary
in cash equivalent of not less than the Executive's highest annual base salary
as in effect during the 180-day period immediately prior to the Change in
Control of the Company (which base salary shall, unless otherwise agreed in
writing by the Executive, include the current receipt by the Executive of any
amounts which, prior to the Change in Control of the Company, the Executive had
elected to defer, whether such compensation is deferred under Section 401(k) of
the Code or otherwise), subject to adjustment as hereinafter provided.

        (b) The Executive shall receive fringe benefits at least equal in value to
those provided for the Executive at any time during the 180-day period
immediately prior to the Change in Control of the Company or, if more favorable
to the Executive, those provided generally at any time during the Employment
Period to executives of the Company (or the Employer) of comparable status and
position to the Executive. The Executive shall be reimbursed, at such intervals
and in accordance with such standard policies that are most favorable to the
Executive in effect at any time during the 180-day period immediately prior to
the Change in Control of the Company or, if more favorable to the Executive,
those provided generally at any time during the Employment Period to executives
of the Company (or the Employer) of comparable status and position to the
Executive, for any and all monies advanced in connection with the Executive's
employment for reasonable and necessary expenses incurred by the Executive on
behalf of the Company, including travel expenses.

        (c) The Executive shall be included, to the extent eligible thereunder (which
eligibility shall not be conditioned on the Executive's salary grade or on any
other requirement which excludes persons of comparable status to the Executive
unless such exclusion was in effect for such plan or an equivalent plan
immediately prior to the Change in Control of the Company), in any and all plans
providing benefits for the Employer's salaried employees in general, including
but not limited to group life insurance, hospitalization, medical, dental,
profit sharing and stock bonus plans; provided, that, in no event shall the
aggregate level of benefits under such plans in which the Executive is included
be less than the aggregate level of benefits under plans of the Company of the
type referred to in this Section 5(c) in which the Executive was participating
at any time during the 180-day period immediately prior to the Change in Control
of the Company.

        (d) The Executive shall annually be entitled to not less than the amount of
paid vacation and not fewer than the number of paid holidays to which the
Executive was entitled annually at any time during the 180-day period
immediately prior to the Change in Control of the Company or such greater amount
of paid vacation and number of paid holidays as may be made available annually
to other executives of the Company (or the Employer) of comparable status and
position to the Executive.

        (e) The Executive shall be included in all plans providing additional
benefits to executives of the Company of comparable status and position to the
Executive, including but not limited to deferred compensation, split-dollar life
insurance, supplemental retirement, stock option, stock appreciation, stock
bonus and similar or comparable plans; provided, that, in no event shall the
aggregate level of benefits under such plans be less than the aggregate level of
benefits under plans of the Company of the type referred to in this Section 5(e)
in which the Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the Company; and provided,
further, that the Company's obligation to include the Executive in bonus or
incentive compensation plans shall be determined by Subsection 5(f) hereof.

        (f) To assure that the Executive will have an opportunity to earn incentive
compensation after a Change in Control of the Company, the Executive shall be
included in any bonus plan of the Company or the Employer which shall satisfy
the standards described below (such plan, the "Bonus Plan") if the
Executive was participating in a bonus plan or plans of the Company or the
Employer in effect at any time during the 180-day period immediately prior to
the Change in Control of the Company. Bonuses under any such Bonus Plan shall be
payable with respect to achieving such financial or other goals reasonably
related to the business of the Company or the Employer as the Company or the
Employer shall establish (the "Goals"), all of which Goals shall be
attainable, prior to the end of the Employment Period, with approximately the
same degree of probability as the goals under any bonus plan or plans of the
Company or the Employer as in effect at any time during the 180-day period
immediately prior to the Change in Control of the Company (whether one or more,
the "Prior Bonus Plan") and in view of the Company's or the Employer's
existing and projected financial and business circumstances applicable at the
time. The amount of the bonus (the "Bonus Amount") that the Executive
is eligible to earn under any such Bonus Plan shall be no less than the amount
of the Executive's maximum award provided in such Prior Bonus Plan (such bonus
amount herein referred to as the "Targeted Bonus"), and in the event
the Goals are not achieved such that the entire Targeted Bonus is not payable,
any such Bonus Plan shall provide for a payment of a Bonus Amount equal to a
portion of the Targeted Bonus reasonably related to that portion of the Goals
which were achieved. Payment of the Bonus Amount shall not be affected by any
circumstance occurring subsequent to the end of the Employment Period, including
termination of the Executive's employment.

        6. Annual Compensation Adjustments. During the Employment Period, the Board of Directors of the Company or the
Employer (or an appropriate committee thereof) will consider and appraise, at
least annually, the contributions of the Executive to the Company, and in
accordance with the Company's or the Employer's practice prior to the Change in
Control of the Company, due consideration shall be given to the upward
adjustment of the Executive's base compensation rate, at least annually:


  
    (i) commensurate with increases generally given to other executives of
    the Company or the Employer of comparable status and position to the
    Executive, and

    (ii) as the scope of the Company's or the Employer's operations or the
    Executive's duties expand.

  



        7. Termination For Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Executive's
voluntarily terminating his employment other than for Good Reason (any such
terminations to be subject to the procedures set forth in Section 13 hereof),
then the Executive shall be entitled to receive only Accrued Benefits pursuant
to Section 9(a) hereof.

        8. Termination Giving Rise to a Termination Payment.
(a) If there is a Covered Termination by the Executive for Good Reason, or by
the Company other than by reason of:


  
    (i) death,

    (ii) disability pursuant to Section 12 hereof, or

    (iii) Cause (any such terminations to be subject to the procedures set
    forth in Section 13 hereof), then the Executive shall be entitled to
    receive, and the Company shall promptly pay, Accrued Benefits and, in lieu
    of further base salary for periods following the Termination Date, as
    liquidated damages and additional severance pay and in consideration of the
    covenant of the Executive set forth in Section 14(a) hereof, the Termination
    Payment pursuant to Section 9(b) hereof.

  



        (b) If there is a Covered Termination and the Executive is entitled to
Accrued Benefits and the Termination Payment, then the Executive shall be
entitled to the following additional benefits:


  
    (i) The Executive shall receive, at the expense of the Company,
    outplacement services, on an individualized basis at a level of service
    commensurate with the Executive's status with the Company immediately prior
    to the Change in Control of the Company (or, if higher, immediately prior to
    the termination of the Executive's employment), provided by a nationally
    recognized executive placement firm selected by the Company; provided that
    the cost to the Company of such services shall not exceed 15% of the
    Executive's annual base salary in effect immediately prior to the Change in
    Control of the Company.

    (ii) Until the earlier of the end of the Employment Period or such time
    as the Executive has obtained new employment and is covered by benefits
    which in the aggregate are at least equal in value to the following
    benefits, the Executive shall continue to be covered, at the expense of the
    Company, by the most favorable life insurance, hospitalization, medical and
    dental coverage, provided to the Executive and his family during the 180-day
    period immediately prior to the Change in Control of the Company or, if more
    favorable to the Executive, the coverage in effect generally at any time
    thereafter for executives of the Company (or the Employer) of comparable
    status and position to the Executive and their families.

  



        9. Payments Upon Termination.

        (a) Accrued Benefits. For purposes of this Agreement, the Executive's "Accrued
Benefits" shall include the following amounts, payable as described herein:


  
    (i) all base salary for the time period ending with the Termination Date;

    (ii) reimbursement for any and all monies advanced in connection with the
    Executive's employment for reasonable and necessary expenses incurred by the
    Executive on behalf of the Company for the time period ending with the
    Termination Date;

    (iii) any and all other cash earned through the Termination Date and
    deferred at the election of the Executive or pursuant to any deferred
    compensation plan then in effect;

    (iv) a lump sum payment of any bonus or incentive compensation otherwise
    payable to the Executive with respect to the year in which termination
    occurs under any bonus or incentive compensation plan or plans in which the
    Executive is a participant; and

    (v) all other payments and benefits to which the Executive (or in the
    event of the Executive's death, the Executive's surviving spouse or other
    beneficiary) may be entitled as compensatory fringe benefits or under the
    terms of any benefit plan of the Company, including severance payments under
    the Company's (or the Employer's) severance policies or practices in the
    form most favorable to the Executive which were in effect at any time during
    the 180-day period immediately prior to the Change in Control of the Company
    or during the Employment Period. Payment of Accrued Benefits shall be made
    promptly in accordance with the Company's prevailing practice with respect
    to Subsections (i) and (ii) or, with respect to Subsections (iii), (iv) and
    (v), pursuant to the terms of the benefit plan or practice establishing such
    benefits.

  



    (b) Termination Payment.


  
    (i) Subject to the limits set forth in Subsection 9(b)(ii) hereof, the
    Termination Payment shall be an amount equal to (A) the Executive's annual
    base salary, at the highest rate as in effect at any time during the 180-day
    period immediately prior to the Change in Control of the Company, as
    adjusted upward, from time to time, pursuant to Section 6 hereof, plus (B)
    the amount of the average annual bonus award (determined on an annualized
    basis for any bonus award paid for a period of less than one year and
    excluding any year for which the Executive did not participate in any bonus
    plan) paid to the Executive with respect to the three complete fiscal years
    preceding the Termination Date (the aggregate amount set forth in (A) and
    (B) hereof shall hereafter be referred to as "Annual Cash
    Compensation"), times (C) the lesser of (1) 2.99 and (2) the number of
    years or fractional portion thereof remaining in the Employment Period
    determined as of the Termination Date. The Termination Payment shall be paid
    to the Executive in cash equivalent ten business days after the Termination
    Date. Such lump sum payment shall not be reduced by any present value or
    similar factor, and the Executive shall not be required to mitigate the
    amount of the Termination Payment by securing other employment or otherwise,
    nor will such Termination Payment be reduced by reason of the Executive
    securing other employment or for any other reason. The Termination Payment
    shall be in lieu of, and acceptance by the Executive of the Termination
    Payment shall constitute the Executive's release of any rights of Executive
    to, any other severance payments under any Company (or Employer) severance
    policy, practice or agreement. The Company shall bear up to $10,000 in the
    aggregate of fees and expenses of consultants and/or legal or accounting
    advisors engaged by the Executive to advise the Executive as to matters
    relating to the computation of benefits due and payable under this
    Subsection 9(b).

    (ii)(A) Notwithstanding any other provision of this Agreement, if any portion of
    the Termination Payment or any other payment under this Agreement, or under
    any other agreement with or plan of the Company or its affiliates (in its
    aggregate, "Total Payments"), would constitute an "excess
    parachute payment" that is subject to the tax (the "Excise
    Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as
    amended (the "Code"), or any successor provision, then the Total
    Payments to be made to the Executive shall be reduced such that the value of
    the aggregate Total Payments that the Executive is entitled to receive shall
    be One Dollar ($1) less than the maximum amount which the Executive may
    receive without becoming subject to the tax imposed by Section 4999 of the
    Code (or any successor provision); provided that the foregoing reduction in
    the amount of Total Payments shall not apply if the After-Tax Value to the
    Executive of the Total Payments prior to reduction in accordance with
    Subsection 9(b)(ii)(A) is greater than the After-Tax Value to the Executive
    if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A).

    (B) For purposes of this Agreement, the terms "excess parachute
    payment" and "parachute payments" shall have the meanings
    assigned to them in Section 280G of the Code (or any successor provision),
    and such "parachute payments" shall be valued as provided therein.
    Present value shall be calculated in accordance with Section 280G(d)(4) of
    the Code (or any successor provision). Within forty (40) days following
    delivery of the Notice of Termination or notice by the Company to the
    Executive of its belief that there is a payment or benefit due the Executive
    which will result in an excess parachute payment as defined in Section 280G
    of the Code (or any successor provision), the Executive and the Company, at
    the Company's expense, shall obtain the opinion (which need not be
    unqualified) of nationally recognized tax counsel ("National Tax
    Counsel") selected by the Company's independent auditors and acceptable
    to the Executive in his sole discretion (which may be regular outside
    counsel to the Company), which opinion sets forth:

        (1) the amount of the Base Period Income,

        (2) the amount and present value of Total Payments,

        (3) the amount and present value of any excess parachute payments
    determined without regard to the limitations of this Subsection 9(b)(ii),

        (4) the After-Tax Value of the Total Payments if the reduction in Total
    Payments contemplated under Subsection 9(b)(ii)(A) did not apply, and

        (5) the After-Tax Value of the Total Payments taking into account the
    reduction in Total Payments contemplated under Subsection 9(b)(ii)(A). The
    term "Base Period Income" means an amount equal to the Executive's
    "annualized includible compensation for the base period" as
    defined in Section 280G(d)(1) of the Code (or any successor provision). For
    purposes of such opinion, the value of any noncash benefits or any deferred
    payment or benefit shall be determined by the Company's independent auditors
    in accordance with the principles of Sections 280G(d)(3) and (4) of the Code
    (or any successor provisions), which determination shall be evidenced in a
    certificate of such auditors addressed to the Company and the Executive. For
    purposes of determining the After-Tax Value of Total Payments, the Executive
    shall be deemed to pay federal income taxes and employment taxes at the
    highest marginal rate of federal income and employment taxation in the
    calendar year in which the Termination Payment is to be made and state and
    local income taxes at the highest marginal rates of taxation in the state
    and locality of the Executive's domicile for income tax purposes on the date
    the Termination Payment is made, net of the maximum reduction in federal
    income taxes that may be obtained from deduction of such state and local
    taxes. The opinion of National Tax Counsel shall be dated as of the
    Termination Date and addressed to the Company and the Executive and shall be
    binding upon the Company and the Executive. If such opinion determines that
    there would be an excess parachute payment and that the After-Tax Value of
    the Total Payments taking into account the reduction contemplated under
    Subsection 9(b)(ii)(A) is greater than the After-Tax Value of the Total
    Payments if the reduction in Total Payments contemplated under Subsection
    9(b)(ii)(A) did not apply, then the Termination Payment hereunder or any
    other payment or benefit determined by such counsel to be includible in
    Total Payments shall be reduced or eliminated as specified by the Executive
    in writing delivered to the Company within thirty (30) days of his receipt
    of such opinion or, if the Executive fails to so notify the Company, then as
    the Company shall reasonably determine, so that under the bases of
    calculations set forth in such opinion there will be no excess parachute
    payment. If such National Tax Counsel so requests in connection with the
    opinion required by this Subsection 9(b)(ii), the Executive and the Company
    shall obtain, at the Company's expense, and the National Tax Counsel may
    rely on in providing the opinion, the advice of a firm of recognized
    executive compensation consultants as to the reasonableness of any item of
    compensation to be received by the Executive. If the provisions of Sections
    280G and 4999 of the Code (or any successor provisions) are repealed without
    succession, then this Section 9(b)(ii) shall be of no further force or
    effect.

    (C) If, notwithstanding the provisions of Subsection 9(b)(ii)(A), but
    subject to Subsection 9(b)(ii)(D), it is ultimately determined by a court or
    pursuant to a final determination by the Internal Revenue Service that any
    portion of Total Payments is subject to the Excise Tax even though the
    reduction contemplated under Subsection 9(b)(ii)(A) was applied in order to
    avoid application of the Excise Tax, the Company shall pay to the Executive
    an additional amount (the "Gross-Up Payment") such that the sum
    of:

        (1) the net amount retained by the Executive after deduction of any
    Excise Tax and any interest charges or penalties in respect of the
    imposition of such Excise Tax (but not any federal, state or local income
    tax or employment tax) on the Total Payments plus

        (2) any federal, state and local income tax, employment tax and Excise
    Tax upon the payment provided for by this Subsection 9(b)(ii)(C), shall be
    equal to the Total Payments. For purposes of determining the amount of the
    Gross-Up Payment, the Executive shall be deemed to pay federal income taxes
    and employment taxes at the highest marginal rate of federal income taxation
    and employment taxation in the calendar year in which the Gross-Up Payment
    is to be made and state and local income taxes at the highest marginal rates
    of taxation in the state and locality of the Executive's domicile for income
    tax purposes on the date the Gross-Up Payment is made, net of the maximum
    reduction in federal income taxes that may be obtained from deduction of
    such state and local taxes.

    (D) If legislation is enacted or if regulations or rulings are
    promulgated that would require the Company's shareholders to approve this
    Agreement, prior to a Change in Control of the Company, due solely to the
    provision contained in Subsection 9(b)(ii)(C), then

        (1) from and after such time as shareholder approval would be required,
    until shareholder approval is obtained as required by such legislation,
    Subsection 9(b)(ii)(C) shall be of no force and effect;

        (2) the Company and the Executive shall use their best efforts to
    consider and agree in writing upon an amendment to this Subsection 9(b)(ii)
    such that, as amended, this Subsection would provide the Executive with the
    benefits intended to be afforded to the Executive by Subsection 9(b)(ii)(C)
    without requiring shareholder approval; and

        (3) at the reasonable request of the Executive, the Company shall seek
    shareholder approval of this Agreement at the next annual meeting of
    shareholders of the Company.

  



        10. Death. (a) Except as provided in Section 10(b) hereof, in the event of a Covered
Termination due to the Executive's death, the Executive's estate, heirs and
beneficiaries shall receive all the Executive's Accrued Benefits through the
Termination Date.

        (b) In the event the Executive dies after a Notice of Termination is given:


  
    (i) by the Company; or

    (ii) by the Executive for Good Reason, the Executive's estate, heirs and
    beneficiaries shall be entitled to the benefits described in Section 10(a)
    hereof and, subject to the provisions of this Agreement, to such Termination
    Payment as the Executive would have been entitled to had the Executive
    lived. For purposes of this Subsection 10(b), the Termination Date shall be
    the earlier of thirty days following the giving of the Notice of
    Termination, subject to extension pursuant to Section 1(m) hereof, or one
    day prior to the end of the Employment Period.

  



        11. Retirement. If, during the Employment Period, the Executive and the Company shall
execute an agreement providing for the early retirement of the Executive from
the Company, or the Executive shall otherwise give notice that he is voluntarily
choosing to retire early from the Company, the Executive shall receive Accrued
Benefits through the Termination Date; provided, that if the Executive's
employment is terminated by the Executive for Good Reason or by the Company
other than by reason of death, disability or Cause and the Executive also, in
connection with such termination, elects voluntary early retirement, the
Executive shall also be entitled to receive a Termination Payment pursuant to
Section 8(a) hereof.

        12. Termination for Disability. If, during the Employment Period, as a result of the Executive's disability
due to physical or mental illness or injury (regardless of whether such illness
or injury is job-related), the Executive shall have been absent from the
Executive's duties hereunder on a full-time basis for a period of six
consecutive months and, within thirty days after the Company notifies the
Executive in writing that it intends to terminate the Executive's employment
(which notice shall not constitute the Notice of Termination contemplated
below), the Executive shall not have returned to the performance of the
Executive's duties hereunder on a full-time basis, the Company may terminate the
Executive's employment for purposes of this Agreement pursuant to a Notice of
Termination given in accordance with Section 13 hereof. If the Executive's
employment is terminated on account of the Executive's disability in accordance
with this Section, the Executive shall receive Accrued Benefits in accordance
with Section 9(a) hereof and shall remain eligible for all benefits provided by
any long term disability programs of the Company in effect at the time of such
termination.

        13. Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a
termination of the Executive's employment that is a Covered Termination by
virtue of Section 2(b) hereof) shall be communicated by written Notice of
Termination to the Executive, if such Notice is given by the Company, and to the
Company, if such Notice is given by the Executive, all in accordance with the
following procedures and those set forth in Section 23 hereof:

        (a) If such termination is for disability, Cause or Good Reason, the Notice
of Termination shall indicate in reasonable detail the facts and circumstances
alleged to provide a basis for such termination.

        (b) Any Notice of Termination by the Company shall have been approved, prior
to the giving thereof to the Executive, by a resolution duly adopted by a
majority of the directors of the Company (or any successor corporation) then in
office.

        (c) If the Notice is given by the Executive for Good Reason, the Executive
may cease performing his duties hereunder on or after the date fifteen days
after the delivery of Notice of Termination and shall in any event cease
employment on the Termination Date. If the Notice is given by the Company, then
the Executive may cease performing his duties hereunder on the date of receipt
of the Notice of Termination, subject to the Executive's rights hereunder.

        (d) The Executive shall have thirty days, or such longer period as the
Company may determine to be appropriate, to cure any conduct or act, if curable,
alleged to provide grounds for termination of the Executive's employment for
Cause under this Agreement pursuant to Subsection 1(d)(iii) hereof.

        (e) The recipient of any Notice of Termination shall personally deliver or
mail in accordance with Section 23 hereof written notice of any dispute relating
to such Notice of Termination to the party giving such Notice within fifteen
days after receipt thereof; provided, however, that if the Executive's conduct
or act alleged to provide grounds for termination by the Company for Cause is
curable, then such period shall be thirty days. After the expiration of such
period, the contents of the Notice of Termination shall become final and not
subject to dispute.

        14. Further Obligations of the Executive.

        (a) Competition. The Executive agrees that, in the event of any Covered Termination where
the Executive is entitled to Accrued Benefits and the Termination Payment, the
Executive shall not, for a period expiring one year after the Termination Date,
without the prior written approval of the Company's Board of Directors,
participate in the management of, be employed by or own any business enterprise
at a location within the United States that engages in substantial competition
with the Company or its subsidiaries, where the operating revenues of the
Company from activities in competition with such entity amount to 10% or more of
the total operating net revenues of the Company for its most recently completed
fiscal year; provided, however, that nothing in this Section 14(a) shall
prohibit the Executive from owning stock or other securities of a competitor
amounting to less than five percent of the outstanding capital stock of such
competitor.

        (b) Confidentiality. During and following the Executive's employment by the Company, the
Executive shall hold in confidence and not directly or indirectly disclose or
use or copy or make lists of any confidential information or proprietary data of
the Company (including that of the Employer), except to the extent authorized in
writing by the Board of Directors of the Company or required by any court or
administrative agency, other than to an employee of the Company or a person to
whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of duties as an executive of the Company.
Confidential information shall not include any information known generally to
the public or any information of a type not otherwise considered confidential by
persons engaged in the same business or a business similar to that of the
Company. All records, files, documents and materials, or copies thereof,
relating to the business of the Company which the Executive shall prepare, or
use, or come into contact with, shall be and remain the sole property of the
Company and shall be promptly returned to the Company upon termination of
employment with the Company.

        15. Expenses and Interest. If, after a Change in Control of the Company, (i) a dispute arises with
respect to the enforcement of the Executive's rights under this Agreement or
(ii) any legal or arbitration proceeding shall be brought to enforce or
interpret any provision contained herein or to recover damages for breach
hereof, in either case so long as the Executive is not acting in bad faith, the
Executive shall recover from the Company any reasonable attorneys' fees and
necessary costs and disbursements incurred as a result of such dispute, legal or
arbitration proceeding ("Expenses"), and prejudgment interest on any
money judgment or arbitration award obtained by the Executive calculated at the
rate of interest announced by Firstar Bank Milwaukee, National Association,
Milwaukee, Wisconsin, or any successor thereto, from time to time as its prime
or base lending rate from the date that payments to him should have been made
under this Agreement. Within ten days after the Executive's written request
therefor, the Company shall pay to the Executive, or such other person or entity
as the Executive may designate in writing to the Company, the Executive's
reasonable Expenses in advance of the final disposition or conclusion of any
such dispute, legal or arbitration proceeding.

        16. Payment Obligations Absolute. The Company's obligation during and after the Employment Period to pay the
Executive the amounts and to make the benefit and other arrangements provided
herein shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, any setoff, counterclaim,
recoupment, defense or other right which the Company may have against him or
anyone else. Except as provided in Section 15 of this Agreement, all amounts
payable by the Company hereunder shall be paid without notice or demand. Each
and every payment made hereunder by the Company shall be final, and the Company
will not seek to recover all or any part of such payment from the Executive, or
from whomsoever may be entitled thereto, for any reason whatsoever.

        17. Successors. (a) If the Company sells, assigns or transfers all or substantially all of its
business and assets to any Person or if the Company merges into or consolidates
or otherwise combines (where the Company does not survive such combination) with
any Person (any such event, a "Sale of Business"), then the Company
shall assign all of its right, title and interest in this Agreement as of the
date of such event to such Person, and the Company shall cause such Person, by
written agreement in form and substance reasonably satisfactory to the
Executive, to expressly assume and agree to perform from and after the date of
such assignment all of the terms, conditions and provisions imposed by this
Agreement upon the Company. Failure of the Company to obtain such agreement
prior to the effective date of such Sale of Business shall be a breach of this
Agreement constituting "Good Reason" hereunder, except that for
purposes of implementing the foregoing the date upon which such Sale of Business
becomes effective shall be deemed the Termination Date. In case of such
assignment by the Company and of assumption and agreement by such Person, as
used in this Agreement, "Company" shall thereafter mean such Person
which executes and delivers the agreement provided for in this Section 17 or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law, and this Agreement shall inure to the benefit of, and be
enforceable by, such Person. The Executive shall, in his discretion, be entitled
to proceed against any or all of such Persons, any Person which theretofore was
such a successor to the Company (as defined in the first paragraph of this
Agreement) and the Company (as so defined) in any action to enforce any rights
of the Executive hereunder. Except as provided in this Subsection, this
Agreement shall not be assignable by the Company. This Agreement shall not be
terminated by the voluntary or involuntary dissolution of the Company.

        (b) This Agreement and all rights of the Executive shall inure to the benefit
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, heirs and beneficiaries. All amounts payable to the
Executive under Sections 7, 8, 9, 10, 11, 12 and 15 hereof if the Executive had
lived shall be paid, in the event of the Executive's death, to the Executive's
estate, heirs and representatives; provided, however, that the foregoing shall
not be construed to modify any terms of any benefit plan of the Company, as such
terms are in effect on the date of the Change in Control of the Company, that
expressly govern benefits under such plan in the event of the Executive's death.

        18. Severability. The provisions of this Agreement shall be regarded as divisible, and if any
of said provisions or any part hereof are declared invalid or unenforceable by a
court of competent jurisdiction, the validity and enforceability of the
remainder of such provisions or parts hereof and the applicability thereof shall
not be affected thereby.

        19. Amendment. This Agreement may not be amended or modified at any time except by written
instrument executed by the Company and the Executive.

        20. Withholding. The Company shall be entitled to withhold from amounts to be paid to the
Executive hereunder any federal, state or local withholding or other taxes or
charges which it is from time to time required to withhold; provided, that the
amount so withheld shall not exceed the minimum amount required to be withheld
by law. The Company shall be entitled to rely on an opinion of nationally
recognized tax counsel if any question as to the amount or requirement of any
such withholding shall arise.

        21. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this
Agreement for the purpose of applying any rule construing ambiguities against
the drafter or otherwise. No draft of this Agreement shall be taken into account
in construing this Agreement. Any provision of this Agreement which requires an
agreement in writing shall be deemed to require that the writing in question be
signed by the Executive and an authorized representative of the Company.

        22. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed
by and construed in accordance with the laws of the State of Wisconsin. Any
dispute arising out of this Agreement shall, at the Executive's election, be
determined by arbitration under the rules of the American Arbitration
Association then in effect (in which case both parties shall be bound by the
arbitration award) or by litigation. Whether the dispute is to be settled by
arbitration or litigation, the venue for the arbitration or litigation shall be
Green Bay, Wisconsin or, at the Executive's election, if the Executive is no
longer residing or working in the Green Bay, Wisconsin metropolitan area, in the
judicial district encompassing the city in which the Executive resides;
provided, that, if the Executive is not then residing in the United States, the
election of the Executive with respect to such venue shall be either Green Bay,
Wisconsin or in the judicial district encompassing that city in the United
States among the thirty cities having the largest population (as determined by
the most recent United States Census data available at the Termination Date)
which is closest to the Executive's residence. The parties consent to personal
jurisdiction in each trial court in the selected venue having subject matter
jurisdiction notwithstanding their residence or situs, and each party
irrevocably consents to service of process in the manner provided hereunder for
the giving of notices.

        23. Notice. Notices given pursuant to this Agreement shall be in writing and, except as
otherwise provided by Section 13(c) hereof, shall be deemed given when actually
received by the Executive or actually received by the Company's Secretary or any
officer of the Company other than the Executive. If mailed, such notices shall
be mailed by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid, if to the Company, to WPS Resources
Corporation, Attention: Secretary (or President, if the Executive is then
Secretary), 700 North Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307,
or if to the Executive, at the address set forth below the Executive's signature
to this Agreement, or to such other address as the party to be notified shall
have theretofore given to the other party in writing.

        24. No Waiver. No waiver by either party at any time of any breach by the other party of,
or compliance with, any condition or provision of this Agreement to be performed
by the other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same time or any prior or subsequent time.

        25. Headings. The headings herein contained are for reference only and shall not affect
the meaning or interpretation of any provision of this Agreement.

 

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

 


  
    
      
        
WPS RESOURCES CORPORATION

          
            
              
                
                  
                    
                      
                        
                        
                         

                      

                    

                  

                  

                

              

            

          

          By:______________________________

                  Title:_____________________________

        

      

    

  



 

 


  
    
      
        
EXECUTIVE:


                        By:______________________________

          Title:_____________________________

          
            
              
                
                  
                     

                  

                

              

            

          

        

      

    

  



 


  
    
      
        
                    Attest:___________________________

          Title:____________________________