Exhibit 10.2



WPS RESOURCES CORPORATION

PERFORMANCE STOCK RIGHT AGREEMENT


 

        THIS AGREEMENT is entered into as of ________________, _____,
(the "Grant Date"), by and between WPS RESOURCES CORPORATION (the
"Company"), and __________________ ____________________ (the
"Participant"). This Agreement sets forth the terms, rights and
obligations of the parties with respect to the grant of Performance Stock Rights
to the Participant. This agreement shall not become effective until the
Participant signs and returns the "Acknowledgement Form" attached
hereto.

        The Performance Stock Rights are granted under, and are
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 capitalized 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 Performance Stock Rights.
(a) Subject to the
terms of this Agreement, the Company grants to the Participant Performance Stock
Rights representing the right to receive ______ shares ("Target
Award"), of the common stock of the Company, par value $1.00
("Stock"), in the event certain Performance Goals specified herein are
satisfied. The Participant obtains no ownership interest in the Company and will
not be considered a shareholder of the Company by virtue of the grant of
Performance Stock Rights hereunder until such time as Stock may be issued to the
Participant as a Final Award.

        (b) In the event of certain corporate transactions described
in Section 12 of the Plan, the number of Performance Stock Rights may be
adjusted by the Compensation Committee of the Board of Directors of the Company
(the "Committee"). The Committee's determination as to any
adjustment shall be final.

    2. Performance Period. Subject to the provisions of
Section 8, the period from January 1, 2005 to December 31, 2007.

    3. Performance Measures.

        (a) Total Shareholder Return ("TSR"). The
quotient obtained by dividing (1) the Shareholder Return with respect to a share
of common stock, by (2) the Beginning Market Price of a share of common stock.
For this purpose:


  
            (1) The Shareholder Return means the cash
            dividends paid on a share of common stock during the Performance
            Period, increased by (if positive) or reduced by (if negative) the
            change in stock price from the Beginning Market Price of a share of
            common stock to the Ending Market Price of a share of common stock.

  



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            (2) The Beginning Market Price of a share of
            common stock is the average closing market price of a share of
            common stock for the 30 trading days immediately preceding the first
            day of the Performance Period as reported by the securities exchange
            on which such stock is principally traded.

            (3) The Ending Market Price of a share of common
            stock is the average closing market price of a share of common stock
            for the 30 trading days immediately preceding the last day of the
            Performance Period as reported by the securities exchange on which
            such stock is principally traded.

  



        (b) Comparison Group. All of the companies included in
the Towers Perrin database of publicly traded electric power companies.

    4. Determination of Final Awards.

        (a) Presumptive Award. As soon as practicable
following the completion of the Performance Period, the Committee will determine
the TRS of the Company and of each company in the Comparison Group. The
Committee's determination will be final and binding on all persons. The
Participant's presumptive award shall be determined in accordance with the
following table; provided that any fractional share of Stock that would
otherwise result from the foregoing calculation shall be disregarded.

	
      Company TSR In Relation to

      TSR of All Comparison Group

      Companies 

    	
      Presumptive Award Equal to

      the Following Percentage of

      the Target Award

    
	
      
      90th Percentile or Greater

      80th Percentile

      70th Percentile

      60th Percentile

      50th Percentile

      45th Percentile

      40th Percentile

      35th Percentile

      Below the 35th Percentile

      

    	
      200%

      175%

      150%

      125%

      100%

      75%

      50%

      25%

      0%

    


The presumptive award will be interpolated for Company TSR that is above the
35th percentile and below the 90th percentile and that is
between the percentiles enumerated in the forgoing table.

        (b) Final Award. The Presumptive Award is used as a
guideline for the Committee in determining the Final Award to be made to the
Participant, and the Participant obtains no rights as a result of the
determination of the Presumptive Award. In determining the 

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 Final Award to be
made to the Participant, the Committee, in its sole discretion, may increase or
decrease the amount of the Presumptive Award; provided that the Committee will
not increase the amount of the Presumptive Award applicable to the Participant
if the Participant is a Covered Executive (as defined in the Plan) for purposes
of Section 162(m) of the Internal Revenue Code.

    5. Dividend Equivalents. The Participant shall not
receive any cash or other consideration to reflect dividends that would have
been paid or accrued had the Performance Stock Rights been actual shares of
Stock during the Performance Period.

    6. Effect of Termination of Employment.

        (a) Except as set forth in subsection (b) below and Section 8
below, or as otherwise determined by the Committee, the Performance Stock Rights
will be cancelled immediately and without notice to the Participant, and no
Final Award will be made, in the event of the Participant's termination of
employment from the Company and its Affiliates prior to the last day of the
Performance Period.

        (b) The Participant's Performance Stock Rights will not be
cancelled upon termination of employment, and the Participant (or the
Participant's estate) may receive a Final Award in accordance with Section 4,
if the Participant's termination of employment is on account of death or
disability (as defined in the Company's long-term disability plan), or if the
Participant terminates employment at least one year after the beginning of the
Performance Period and if such termination is on account of retirement on or
after age fifty-five.

    7. Change in Control. Upon the occurrence of a Change
of Control (as defined in the Plan), the Performance Period shall be terminated,
and the Participant will be entitled to a Final Award based upon the Target
Award (or, if greater, the then projected Final Award) prorated for the portion
of the Performance Period that has been completed as of the date of the Change
in Control.

    8. Tax Withholding. Upon the issuance of Stock
pursuant to a Final Award, the Company may satisfy its withholding obligations
in any manner determined by the Committee, including by withholding a portion of
the Participant's compensation or by withholding a number of the shares of
Stock included in any Final Award 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 Participant in cash. The Company may also
require the Participant to deliver a check for the Company's withholding tax
obligation prior to effecting the transfer of shares pursuant to a Final Award.

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    9. Miscellaneous.

        (a) The Participant (or his legal representatives, the
executor of his estate or his heirs) shall not be deemed to be a shareholder of
the Company with respect to any of the Performance Stock Rights until shares of
Stock have been issued pursuant to a Final Award and the Company's withholding
tax liability has been satisfied, to the Committee's satisfaction.

        (b) The Performance Stock Rights shall not be transferable by
the Participant; provided that following the Participant's death, any Final
Award made with respect to the Participant will be paid to the Participant's
estate or to such person as the executor of the estate certifies as being
entitled to such payment as a result of the operation of the Participant'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 Participant's employment at any time
nor confer upon the Participant any right to continue in the employ of the
Company or any Affiliate.

        (d) As a condition of the granting of Performance Stock
Rights under this Agreement, the Participant agrees, for himself and 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, binding and conclusive on the Participant, his legal
representatives, the executor of his estate and his heirs. The Participant, 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 the Performance
Stock Rights at any time. However, no modification, extension or renewal shall (i)
confer on the Participant any right or benefit which he would not be entitled to
if new Performance Stock Rights were granted under the Plan at such time or (ii)
alter, impair or adversely affect the Performance Stock Rights or this Agreement
without the written consent of the Participant; provided that the Committee
shall not take any such action with respect to a Participant who is a Covered
Executive (as defined in the Plan) if such action would cause any Final Award
granted to the Participant to cease to qualify as "qualified
performance-based compensation" for purposes of Section 162(m) of the
Internal Revenue Code.

        (f) No shares of Stock will be issued pursuant to a Final
Award unless and until the Company has determined to its satisfaction that such
issuance complies with all relevant provisions of applicable law, including the
requirements of any stock exchange on which the Stock may then be traded.

    10. 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 

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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.

    11. 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.

    12. 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: Senior VP - Human
                          Resources

                        

                      

                    

                  

                

                          

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ACKNOWLEDGEMENT FORM

 

 

I have read the terms of the WPS Resources Corporation
Performance Stock Right Agreement, dated December 8, 2004, and I hereby declare
that I understand and agree to be bound by the terms and conditions of the
Agreement.

 


  
    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                           

                          
                        

                      

                    

                  

                

              

            

          

        

                          ____________________________________

                          Participant

                           

                          Print name: 
                          ___________________________

        
          
            
              
                
                  
                    
                      
                        
                           

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  



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


 

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