Exhibit 10.1



WPS RESOURCES CORPORATION

NONQUALIFIED STOCK OPTION AGREEMENT


 

        THIS AGREEMENT is entered into on ____________,
_____ (the
"Grant Date"), by and between WPS RESOURCES CORPORATION (the
"Company"), and __________________ ____________________ (the "Optionee").
This Agreement sets forth the terms, rights and obligations of the parties with
respect to the grant of an option to the Optionee. This option shall not become
effective until the Optionee signs and returns the "Acknowledgement
Form" attached hereto.

        The option is granted under, and is subject to, the terms of
the WPS Resources Corporation 2001 Omnibus Incentive Compensation Plan (the
"Plan"), which are specifically incorporated by reference in this
Agreement. Any terms used in this Agreement which are not defined shall have the
meaning set forth in the Plan.

        The parties to this Agreement covenant and agree as follows:

    1. Grant of Option. Subject to the terms of this
Agreement, the Company grants to the Optionee the right and option (the
"Option") to purchase ______ shares of Common Stock of the Company,
par value $1.00 (the "Optioned Shares") from the Company, at an option
price per share equal to $___________ (the closing sales price of a share of
Common Stock of the Company as reported on the New York Stock Exchange Composite
Transaction reporting system on ____________, 200__). [Insert closing share
price on date of grant]


        In the event of certain corporate transactions described in
Section 12 of the Plan, the number of Optioned Shares and the per share option
price may be adjusted by the Compensation and Nominating Committee of the Board
of Directors of the Company (the "Committee"). The Committee's
determination as to any adjustment shall be final.

    2. Vesting of Option. The Optioned Shares will vest in
accordance with the following schedule:

	Percentage of Optioned Shares Vested 	Date of
Vesting

    
	25%	 1st anniversary of Grant Date
	An additional 25% 	 2nd anniversary of Grant Date
	An additional 25%	 3rd anniversary of Grant Date
	The final 25% 	 4th anniversary of Grant Date





provided, however, that, in the event of the Optionee's
termination of employment from the Company and its Affiliates for any reason
other than retirement on or after age fifty-five, death or disability (as
defined in the Company's long-term disability plan), any Optioned Shares not
vested as of the date of such termination will be cancelled.

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        Notwithstanding the vesting schedule described above, the
Committee may extend the date(s) of vesting to a later date to take into account
any period of the Optionee's leave of absence, unless prohibited by law.

    3. Exercise of Option. The Option, to the extent
vested in accordance with Paragraph 2, may be exercised during the period
beginning _______________, 200__, [insert first anniversary of grant date] and
ending:


            a. on the first anniversary of the date the
            Optionee's employment with the Company and its Affiliates
            terminates for any reason other than retirement on or after age
            fifty-five, death or disability (as defined in the Company's
            long-term disability plan); or

            b. in any other case, _________________, 201__ [insert
            10th anniversary of grant date].



        During the life of the Optionee, this Option may be exercised
only by the Optionee (or if the Optionee is incapacitated, by the Optionee's
legal representative). If the Optionee dies before exercising all of the vested
Option, the executor of the Optionee's estate (or by such person as the
executor of the estate certifies as inheriting the Option as a result of the
operation of the Optionee's last will and testament or as a result of the laws
of interstate succession) may exercise all or any portion of the vested Option
that has not been exercised, during the exercise periods described above.

    4. Change in Control. Upon the occurrence of a Change
of Control (as defined in the Plan), the Option, to the extent then outstanding
and unexercised, will become fully vested (if not previously vested) but shall
otherwise be subject to the terms of the Plan with respect to such Change in
Control.

    5. Manner of Exercise and Payment. In order to
exercise this Option, the Optionee (or such other person entitled to exercise
the Option as provided in Paragraph 3) must provide a written notice to the
Company stating that the Optionee would like to exercise all or a portion of the
Option and specifying the number of vested Optioned Shares which are being
purchased. The exercise notice must be delivered (in person or by mail) to the
Secretary of the Company.

        The written notice must be, in the case of clauses (a), (b)
and (c) below, accompanied by payment equal to the number of Optioned Shares
being purchased multiplied by the option price or, in the case of clause (d)
below, accompanied by the documents specified in such clause (d), which will
result in payment to the Company on the settlement date (i.e., T+3) equal to the
number of Optioned Shares being purchased multiplied by the option price.
Subject to such rules and restrictions as the Committee may prescribe, payment
may be made, at the Optionee's election: (a) in cash or by certified check
payable to the Company; (b) by delivering previously acquired shares of Common
Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in
blank, with a fair market value at the time of exercise, as determined by 

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 the
Committee, equal to the required payment amount; (c) by any combination of (a)
and (b); or (d) by delivering to the Company or its designated agent an executed
irrevocable option exercise form together with irrevocable instructions to a
broker-dealer to sell or margin a sufficient portion of the Optioned Shares to
be exercised and to deliver the sale or margin proceeds directly to the Company
to pay the option price.

        Option exercise notices postmarked (if mailed) or received by
the Secretary of the Company (if by facsimile or hand-delivery) prior to 11:59
p.m. (central time) of the date specified in Paragraph 3 shall be given effect.
Any notice postmarked or received after such time shall be null and void.

    6. Tax Withholding. Upon exercise of all or any part
of the Option, the Company may satisfy its withholding obligations in any manner
determined by the Committee, including by withholding a portion of the Optionee's
compensation or, in the case of a "cashless" exercise, by withholding
a number of the Optioned Shares being purchased that have a fair market value,
as determined by the Committee, equal to the amount required to be withheld. The
fair market value of fractional shares of Stock remaining after the withholding
requirements are satisfied will be paid to the Optionee in cash. The Company may
also require the Optionee to deliver a check for the Company's withholding tax
obligation prior to effecting the exercise of the option or delivering the
shares issuable upon exercise.

    7. Miscellaneous.

           
(a) The Optionee (or his legal representative) shall not be
deemed to be a shareholder of the Company with respect to any of the Optioned
Shares being purchased until such shares are paid for in full, and the Company's
withholding tax liability is satisfied, to the Committee's satisfaction.

           
(b) The Option shall not be transferable by the Optionee;
provided that, following the Optionee's death, the Option, to the extent
exercisable in accordance with the terms of the Plan and this Agreement, may be
exercised by the executor of the Optionee's estate (or by such person as the
executor of the estate certifies as inheriting the Option as a result of the
operation of the Optionee's last will and testament or as a result of the laws
of intestate succession).

           
(c) It is fully understood that nothing contained in this
Agreement or the Plan shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate the Optionee's employment at any time
nor confer upon the Optionee any right to continue in the employ of the Company
or any Affiliate.

           
(d) As a condition of the granting of this Option, the
Optionee agrees, for himself, his legal representatives, the executor of his
estate, and his heirs, that the Plan and this Agreement shall be subject to
discretionary interpretation by the Committee and that any interpretation by the
Committee of the terms of the Plan and this Agreement shall be final, 

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 binding
and conclusive on the Optionee, his legal representatives, the executor of his
estate and his heirs. The Optionee, his legal representatives, the executor of
his estate and his heirs shall not challenge or dispute the Committee's
decisions.

           
(e) The Committee may modify, extend or renew this Option at
any time. However, no modification, extension or renewal shall (i) confer on the
Optionee any right or benefit which he would not be entitled to if a new option
was granted under the Plan at such time or (ii) alter, impair or adversely
affect this Option or Agreement without the written consent of the Optionee.

           
(f) No individual may exercise the Option and no shares will
be issued under this Agreement unless and until the Company has determined to
its satisfaction that such exercise and issuance comply with all relevant
provisions of applicable law, including the requirements of any stock exchange
on which the shares may then be traded.

        8. Governing Law. This Agreement shall be governed by
the internal laws of the State of Wisconsin as to all matters, including, but
not limited to, matters of validity, construction, effect, performance and
remedies. No legal action or proceeding may be brought with respect to this
Agreement more than one year after the later of (a) the last date on which the
act or omission giving rise to the legal action or proceeding occurred; or (b)
the date on which the individual bringing such legal action or proceeding had
knowledge of such act or omission. Any such action or proceeding must be
commenced and prosecuted in its entirety in the federal or state court having
jurisdiction over Brown County, Wisconsin, and each individual with any interest
hereunder agrees to submit to the personal jurisdiction thereof, and agrees not
to raise the objection that such courts are not a convenient forum. At the
Company's election, such action or other legal proceeding shall be heard
pursuant to a bench trial and, if so elected, the parties to such proceeding
shall waive their rights to a trial by jury.

        9. Severability. In the event any provision of the
Agreement is held illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining provisions of the Agreement, and the
Agreement shall be construed and enforced as if the illegal or invalid provision
had not been included.

        10. Terms of Plan Govern. All parties acknowledge that
this option is granted under and pursuant to the Plan, which shall govern all
rights, interests, obligations and undertakings of both the Company and the
Participant.


  
    
      
        
                          WPS RESOURCES CORPORATION

                           

                          By: 
                          _____________________________

                          Title: VP - Human Resources

          
            
              
                
                  
                    
                      
                        
                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  



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ACKNOWLEDGEMENT FORM

 

 

I have read the terms of the WPS Resources Corporation
Nonqualified Stock Option Agreement, dated _________________, _______, and I
hereby declare that I understand and agree to be bound by the terms and
conditions of the Agreement.

 


  
    
      
        
          
          

                          __________________________________

                          Optionee

                           

                          Print name:__________________________

          
            
              
                
                  
                    
                      
                        
                           

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  



PLEASE DETACH THIS ACKNOWLEDGEMENT FORM FROM THE OPTION
AGREEMENT AND RETURN IT TO CARMINE NELL IN HUMAN RESOURCES. YOUR OPTION WILL NOT
BECOME EFFECTIVE UNTIL THE COMPANY RECEIVES THIS ACKNOWLEDGMENT FORM.



 


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