Exhibit 10.10

 

 

 

 

 

 


WPS RESOURCES CORPORATION

DEFERRED COMPENSATION PLAN


As Amended and Restated Effective January 1, 2004

 

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WPS RESOURCES CORPORATION

DEFERRED COMPENSATION PLAN


    The WPS Resources Corporation Deferred Compensation Plan (the
"Plan") has been adopted to promote the best interests of WPS
Resources Corporation (the "Company") and the stockholders of the
Company by attracting and retaining key management employees and non-employee
directors possessing a strong interest in the successful operation of the
Company and its subsidiaries or affiliates and encouraging their continued
loyalty, service and counsel to the Company and its subsidiaries or affiliates.
The Plan is amended and restated effective January 1, 2004 as set forth herein
to reflect the merger of the WPS Resources Corporation Non-Employee Director
Deferred Compensation and Deferred Stock Unit Plan with and into this Plan.

    Except as expressly provided herein, the Plan, as herein amended and restated
effective January 1, 2004, applies to (i) those employees who are actively
employed by the Company or a Participating Employer on January 1, 2004, and who
have been designated for participation by the Committee, and (ii) non-employee
directors of the Company and designated subsidiaries and affiliates. Except as
expressly provided herein, distribution of benefits to an employee who retired
from or terminated employment with the Company prior to January 1, 2004, or a
director who terminated from service with the Company prior to January 1, 2004,
shall be governed by the terms of the Plan (or predecessor plan) as in effect on
the date of the employee's or director's retirement or termination of employment
or service.





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ARTICLE I. DEFINITIONS AND CONSTRUCTION


    Section  1.01. Definitions.

    The following terms have the meanings indicated below unless the context in
which the term is used clearly indicates otherwise:


    (a) Account: The record keeping account or accounts maintained to
record the interest of each Participant under the Plan. An Account is
established for record keeping purposes only and not to reflect the physical
segregation of assets on the Participant's behalf, and may consist of such
subaccounts or balances as the Committee may determine to be necessary or
appropriate.


    (b) Act: The Securities Act of 1933, as interpreted by regulations and
rules issued pursuant thereto, all as amended and in effect from time to time.
Any reference to a specific provision of the Act shall be deemed to include
reference to any successor provision thereto.


    (c) Annual Bonus Deferral: See Section 1.01(l)(iii).


    (d) Available Investment Option: See Section 6.01(a).


    (e) Base Compensation: The base salary or wage payable by a
Participating Employer to an Eligible Employee for services performed prior to
reduction for contributions by the Eligible Employee to this Plan or pre-tax or
after-tax contributions by the Eligible Employee to any other employee benefit
plan maintained by a Participating Employer, but exclusive of extraordinary
payments such as overtime, bonuses, meal allowances, reimbursed expenses,
termination pay, moving pay, commuting expenses, severance pay, non-elective
deferred compensation payments or accruals, stock options, the value of
employer-provided fringe benefits or coverage, all as determined in accordance
with such uniform rules, regulations or standards as may be prescribed by the
Committee.


    (f) Base Compensation Deferral: See Section
1.01(l)(i).

 

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    (g) Beneficiary: The person or entity designated by a Participant to
be his beneficiary for purposes of this Plan. If a Participant designates his
spouse as a beneficiary, such beneficiary designation automatically shall become
null and void on the date of the Participant's divorce or legal separation from
such spouse. If a valid designation of Beneficiary is not in effect at time of
the Participant's death, the estate of the Participant is deemed to be the sole
Beneficiary. If a Beneficiary dies while entitled to receive distributions from
the Plan, any remaining payments shall be paid to the estate of the Beneficiary.
Beneficiary designations shall be in writing, filed with the Committee, and in
such form as the Committee may prescribe for this purpose.


    (h) Board: The Board of Directors of the Company.


    (i) Code: The Internal Revenue Code of 1986, as interpreted by
regulations and rulings issued pursuant thereto, all as amended and in effect
from time to time. Any reference to a specific provision of the Code shall be
deemed to include reference to any successor provision thereto.


    (j) Committee: The Compensation Committee of the Board.


    (k) Company: WPS Resources Corporation, or any successor corporation.


    (l) Deferral: An amount credited, in accordance with a Participant's
election, to the Participant's Account under the Plan in lieu of the current
payment of an equal amount of cash compensation to the Participant. Deferrals
made after June 30, 2001 include the following:


            
            (i) Base Compensation Deferral: A Deferral of all or a
            portion of an Eligible Employee's Base Compensation in accordance
            with Section 3.02.

            
            (ii) Director Deferral. A Deferral by a Director of all or
            a portion of his or her Director Fees in accordance with Section
            4.02.

            
            (iii) Annual Bonus Deferral: A Deferral of all or a
            portion of a Participant's annual bonus award in accordance with
            Section 3.03.

 

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            (iv) LTIP Deferral: A Deferral of all or a portion of a
            Participant's performance share award under the WPS Resources
            Corporation 2001 Omnibus Incentive Compensation Plan, or any
            successor plan, in accordance with Section 3.04.




    (m) Director. A non-employee member of the Board, a non-employee
member of the board of directors of a subsidiary or affiliate of the Company who
is designated for participation by the Board, and where the context so requires,
a former director entitled to receive a benefit hereunder


    (n) Director Deferral. See Section 1.01(l)(ii).


    (o) Director Fees. Those fees, other than fees designated for the
Deferred Stock Unit Account, payable to a Director for services rendered on the
Board (including attendance fees and fees for serving as a committee chair) or
for service on the board of directors of a subsidiary or affiliate of the
Company.


    (p) Eligible Employee. Subject to Section 2.02, a common law employee
of a Participating Employer who has been designated by the Committee as being
eligible to participate in this Plan and, where the context so requires, a
former employee entitled to receive a benefit hereunder.


    (q) ERISA: The Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to time. Any reference to a specific provision of ERISA
shall be deemed to include reference to any successor provision thereto.


    (r) Exchange Act: The Securities Exchange Act of 1934, as interpreted
by regulations and rules issued pursuant thereto, all as amended and in effect
from time to time. Any reference to a specific provision of the Exchange Act
shall be deemed to include reference to any successor provision thereto.

 

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    (s) Investment Options: The hypothetical investment accounts described
in Article V and such other investment options as the Committee may from time to
time determine (which may, but need not, be based upon one or more of the
investment options available under the Wisconsin Public Service Corporation
Administrative Employees Savings Plan).


    (t) LTIP Deferral: See Section 1.01(l)(iv).


    (u) Participant: A Director and/or an Eligible Employee, as required
by the context.


    (v) Participating Employer: The Company and any direct or indirect
subsidiary of the Company that, with the consent of the Committee, participates
in the Plan for the benefit of one or more Participants.


    (w) Stock Unit Accounts: The Incentive Stock Unit Account described in
Section 5.03, the Deferred Stock Unit Account described in Section 5.04, the
Base Stock Unit Account described in Section 5.05, and the Prior Plan WPS Stock
Unit Account described in Section 5.06.


    (x) Trust: The WPS Resources Corporation Deferred Compensation Trust
or other funding vehicle which may from time to time be established, as amended
and in effect from time to time.


    (y) Valuation Date: See Section 6.01(e).


    (z) WPS Resources Stock: The common stock, $1.00 par value, of the
Company.


    (aa) WPS Resources Stock Units: The hypothetical shares of WPS
Resources Stock that are credited to the Stock Unit Accounts in accordance with
Sections 5.03, 5.04, 5.05 and 5.06.


   
Section  
1.02. Construction
and Applicable Law.


    (a) Wherever any words are used in the masculine, they shall be
construed as though they were used in the feminine in all cases where they would
so apply; and wherever any words are use in the singular or the plural, they
shall be construed as though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply. Titles of 

 

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 articles and
sections are for general information only, and the Plan is not to be construed
by reference to such items.


    (b) This Plan is intended to be a plan of deferred compensation
maintained for a select group of management or highly compensated employees as
that term is used in ERISA, and shall be interpreted so as to comply with the
applicable requirements thereof. In all other respects, the Plan is to be
construed and its validity determined according to the laws of the State of
Wisconsin to the extent such laws are not preempted by federal law. In case any
provision of the Plan is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, but the Plan
shall, to the extent possible, be construed and enforced as if the illegal or
invalid provision had never been inserted.

 

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ARTICLE II. PARTICIPATION


    Section  2.01. Eligibility.


    (a) A Director shall be eligible to participate in the Plan.


    (b) An employee shall be eligible to participate in the Plan only if
the employee is employed by a Participating Employer and if the employee has
been designated for participation by the Committee. When designating an employee
for participation in the Plan, the Committee, in its sole discretion, may
designate the employee for participation in the entire Plan or any part thereof.


   
Section  
2.02. Certain
Transfers of Employment.

    If directed by the Committee, a Participant whose employment is transferred
to a corporation or other entity (the "Transferee Employer") that is
not a Participating Employer, but in which the Company or an affiliate of the
Company holds an ownership interest, then until the earliest to occur of (a) the
date on which the Participant ceases to be employed by such Transferee Employer,
(b) the date on which the Company or an affiliate of the Company no longer holds
an ownership interest in the Transferee Employer, or (c) such other date
determined by the Committee, the Participant shall be treated as if he or she
were still actively employed by a Participating Employer. The foregoing rule
shall apply only for the purpose of determining whether the Participant has
terminated employment for purposes of the distribution provisions of Article
VII; it shall not apply, and the Participant shall not be entitled to make
additional Deferrals, with respect to remuneration attributable to services
rendered with the Transferee Employer. The Committee may promulgate such
additional rules as may be necessary or desirable in connection with any such
transfer of employment.

 

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ARTICLE III. EMPLOYEE DEFERRED COMPENSATION


    Section  3.01. Application.
This Article III applies to Participants other than Directors.


   
Section  
3.02. Deferrals
Of Base Compensation.


    (a) Initial Deferral Election. A Participant may elect, in such
form and manner as the Committee may prescribe, to defer payment of a portion of
the Base Compensation that would otherwise be paid to the Participant. A
Participant's election shall specify the percentage (in increments of 1% to a
maximum of 75% or such lesser or greater amount or percentage as may be
established by the Committee, or as may be necessary in order to comply with
applicable withholding obligations, whether attributable to withholdings
required under applicable law or other authorized withholdings) of the
Participant's Base Compensation that the Participant wishes to defer. A validly
executed election shall become effective with respect to Base Compensation
earned by the Participant in the first payroll period that commences on or after
the date on which the Participant's deferral election is received and accepted
by the Committee, or as soon thereafter as practicable. A Participant's deferral
election, once effective, shall remain in effect until modified by the
Participant in accordance with subsection (b) below or otherwise revoked in
accordance with Plan rules.


    (b) Revised Deferral Election. A Participant may modify his
then current deferral election by filing a revised election form, properly
completed and signed, with the Committee. A validly executed revised election
will be effective with respect to Base Compensation earned by the Participant
with the first payroll period commencing on or after the date on which the
Participant's revised deferral election is received and accepted by the
Committee, or as soon thereafter as practicable. A Participant's revised
deferral election, once effective, shall remain in effect until again modified
by the Participant under this subsection (b) or otherwise revoked in accordance
with Plan rules.


   
Section  
3.03. Deferrals
of Annual Bonus Awards.

    A Participant may irrevocably elect, in such form and manner as the Committee
may prescribe, to defer payment of a portion of the annual cash bonus that is
awarded and that would 

 

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 otherwise be paid to the Participant with respect to any
year. A Participant's election shall specify the percentage (in increments of 1%
to a maximum of 100% or such lesser amount or percentage as may be established
by the Committee, or as may be necessary in order to comply with applicable
withholding obligations, whether attributable to withholdings required under
applicable law or other authorized withholdings) of the Participant's annual
cash bonus that the Participant wishes to defer. A validly executed election
shall become effective with respect to the annual bonus that may be awarded to
the Participant with respect to a calendar year if the Participant's deferral
election is received and accepted by the Committee on or before April 1 of that
calendar year or within such other period as the Committee may establish. A
Participant's election to defer an annual bonus award shall be effective only
for the year to which the election relates, and shall not carry over from year
to year. Notwithstanding the foregoing, a Participant's election to defer all or
a portion of a bonus award shall not be effective with respect to a bonus paid
after the Participant's termination of employment if distribution to the
Participant in accordance with Article VII has commenced.


   
Section  
3.04. Deferral
of LTIP Performance Share Awards.

    A Participant may irrevocably elect, in such form and manner as the Committee
may prescribe, to defer payment of a portion of any performance shares awarded
to the Participant under the WPS Resources Corporation 2001 Omnibus Incentive
Compensation Plan or any successor plan. A Participant's election shall specify
the whole number of performance shares (up to 100% of such shares or such lesser
number or percentage as may be established by the Committee, or as may be
necessary in order to comply with applicable withholding obligations, whether
attributable to withholdings required under applicable law or other authorized
withholdings) of the Participant's award that the Participant wishes to defer. A
validly executed election shall become effective with respect to performance
shares to be earned by the Participant with respect to any performance period
under the WPS Resources Corporation 2001 Omnibus Incentive Compensation Plan (or
any successor plan) if the Participant's deferral election is received and
accepted by the Committee on or before April 1 of the calendar year in which the
performance period begins, or within such other period as the Committee may
establish. A Participant's election to defer a performance share award shall be
effective only for the performance period to which the election relates, and a
Participant's election does not carry 

 

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 over from performance period to
performance period. A Participant's LTIP Deferral will be automatically credited
to the Participant's Incentive Stock Unit Account. Notwithstanding the
foregoing, a Participant's election to defer all or a portion of a bonus award
shall not be effective with respect to a bonus paid after the Participant's
termination of employment if distribution to the Participant in accordance with
Article VII has commenced.


   
Section  
3.05. Matching
Contribution Credits.


    (a) Allocation of Credits. A Participant who is a participant
in the Wisconsin Public Service Corporation Administrative Employees' Savings
Plan ("Savings Plan") and who makes Base Compensation Deferrals and/or
Annual Bonus Deferrals under this Plan shall be entitled to a matching
contribution credit, determined as of December 31 of each year, equal to the
difference (if any) between:


            
            (i) The value of the matching contribution that the
            Participant would have received under the Savings Plan, if Base
            Compensation Deferrals and Annual Bonus Deferrals made by the
            Participant under this Plan were instead treated as
            "compensation" under the Savings Plan for purposes of
            applying the Participant's deferral election under the Savings Plan;
            provided that all limits and restrictions otherwise imposed under
            the Savings Plan, including the maximum compensation limit under
            Section 401(a)(17) of the Code, shall continue to apply; and

            
            (ii) The value of the matching contribution actually
            received by the Participant for that year under the Savings Plan.




    (b) Investment of Credits. A Participant's matching
contribution credit will be automatically credited to the Participant's
Incentive Stock Unit Account.

 

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Section  
3.06. Involuntary
Termination of Deferral Elections.

    A Participant's deferral elections shall be automatically revoked upon the
Participant's termination of employment from the Participating Employers, unless
the Committee determines otherwise. In addition, a Participant's deferral
election will terminate if the Committee determines that the Participant is no
longer eligible to participate in the Plan or that revocation of a Participant's
eligibility is necessary or desirable in order for the Plan to qualify under
ERISA as a plan of deferred compensation for a select group of management or
highly compensated employees.

 

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ARTICLE IV. DIRECTOR DEFERRED COMPENSATION


    Section  4.01. Application.
This Article IV applies only to Directors.


   
Section
 
4.02. Deferrals
Of Director Fees.


    (a) Initial Deferral Election. A Director may elect, in such
form and manner as the Committee may prescribe, to defer payment of all or a
portion of the Director Fees that would otherwise be paid to the Director. A
Director's election shall specify the percentage (in increments of 1% to a
maximum of 100% or such lesser amount or percentage as may be established by the
Committee, or as may be necessary in order to comply with applicable withholding
obligations, whether attributable to withholdings required under applicable law
or other authorized withholdings) of the Director Fees that the Director wishes
to defer. A validly executed election shall become effective with respect to
Director Fees earned by the Director on and after the date on which the
Director's deferral election is received and accepted by the Committee, or as
soon thereafter as practicable. A Director's deferral election, once effective,
shall remain in effect until modified by the Director in accordance with
subsection (b) below or otherwise revoked in accordance with Plan rules.


    (b) Revised Deferral Election. A Director may modify his then
current deferral election by filing a revised election form, properly completed
and signed, with the Committee. A validly executed revised election will be
effective with respect to Director Fees earned by the Director on and after the
date on which the Director's revised deferral election is received and accepted
by the Committee, or as soon thereafter as practicable. A Director's revised
deferral election, once effective, shall remain in effect until again modified
by the Director in accordance with this subsection (b) or otherwise revoked in
accordance with Plan rules.


   
Section

 
4.03. Deferred
Stock Units.


    The Board may from time to time direct that a portion of the remuneration to
be earned by a Director for service on the Board shall be credited under this
Plan in the form of Deferred Stock Units. Any such direction shall be effective
with respect to remuneration to be earned by the Director on and after the
effective date of such direction, and shall continue in effect until modified or
revoked by a subsequent direction of the Board. The Board's direction may
provide 

 

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 either for the direct credit of Deferred Stock Units or for the
mandatory deferral of a prescribed amount of cash remuneration that will be
converted into WPS Stock Units in accordance with Section 5.04(b) below.


   
Section  
4.04. Involuntary
Termination of Deferral Elections.

    A Director's deferral elections shall be automatically revoked upon the
Director's termination of service with the Participating Employers, unless the
Committee determines otherwise. In addition, a Director's deferral election will
terminate if the Committee determines that the Director is no longer eligible to
participate in the Plan.

 

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ARTICLE V. HYPOTHETICAL INVESTMENT OPTIONS


    Section  5.01. Reserve
Account A.


    (a) Limited Purpose Account. Reserve Account A is limited to
compensation or director fees deferred by a Participant prior to January 1,
1996, together with attributed earnings on such deferrals. Except for attributed
earnings as described below, no further deferrals, contributions or credits of
any kind will be made to this account on behalf of a Participant.


    (b) Crediting of Interest Equivalent. Reserve Account A will be
credited with an interest equivalent on the balance in the account from time to
time during the year. Unless the Committee prescribes an alternate method, the
annual interest equivalent rate (on a non-compounded basis) will be the greater
of:


            
            (i) six percent (6.0%); or

            
            (ii) a rate equal to the consolidated return on common
            shareholders' equity of the Company and all consolidated
            subsidiaries (ROE); provided, however, that unless the Committee
            determines otherwise, this Paragraph (ii) will not apply to an
            Eligible Employee following termination of employment if the
            Eligible Employee's termination of employment with the Participating
            Employers occurs prior to attainment of age 55 and prior to the
            occurrence of a Change in Control (as defined in Section 9.01). For
            the months of April through September, ROE means the consolidated
            return on equity of the Company and all consolidated subsidiaries
            for the twelve (12) months ended on the preceding February 28 (or
            29) as calculated pursuant to the Company's standard accounting
            procedure for financial reporting to shareholders. For the months
            October through March, ROE means return on equity as 

 

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             described above
            for the twelve (12) months ended on the preceding August 31.




    (c) Revised Rate. Subject to Article IX, the Committee may
revise the interest equivalent rate or the manner in which it is calculated, but
in no event shall the rate be less than six percent (6%) per annum. Any such
revised rate shall be effective with the calendar month following such action by
the Committee.


   
Section  
5.02. Reserve
Account B.


    (a) Availability. Reserve Account B is an Available Investment
Option with respect to the deemed investment of Base Compensation Deferrals,
Director Deferrals and Annual Bonus Deferrals. It is credited with earnings
equivalent based upon a percentage of the Company's return on equity for the
year. Separate subaccounts will be maintained for (i) the portion of the
Participant's balance in Reserve Account B that is attributable to Deferrals
through June 30, 2001, together with subsequent credits of interest equivalent
on such Deferrals ("Pre-July 1, 2001 Reserve Account B"), and (ii) the
portion of a Participant's balance in Reserve Account B that is attributable to
Deferrals made after June 30, 2001, and subsequent credits of interest
equivalent on such Deferrals ("Post-June 30, 2001 Deferrals").


    (b) Crediting of Interest Equivalent. Reserve Account B will be
credited with an interest equivalent on the balance in the account from time to
time during the year. Unless the Committee prescribes an alternate method, the
annual interest equivalent rate (on a non-compounded basis) will be the greater
of:


            
            (i) six percent (6.0%); or

            
            (ii) a rate equal to seventy percent (70%) of the
            consolidated return on common shareholders equity of the Company and
            all consolidated subsidiaries (ROE); provided, however, that unless
            the Committee determines otherwise, this Paragraph (ii) will not
            apply to an Eligible Employee following termination of employment if
            the Eligible Employee's termination of employment with the

 

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             Participating Employers occurs prior to attainment of age 55 and
            prior to the occurrence of a Change in Control (as defined in
            Section 9.01). For the months of April through September, ROE
            means the consolidated return on equity of the Company and all
            consolidated subsidiaries for the twelve (12) months ended on the
            preceding February 28 (or 29) as calculated pursuant to the
            Company's standard accounting procedure for financial reporting to
            shareholders. For the months October through March, ROE means return
            on equity as described above for the twelve (12) months ended on the
            preceding August 31.




    (c) Revised Rate. Subject to Article IX, the Committee may
revise the interest equivalent rate or the manner in which it is calculated, but
in no event shall the rate be less than six percent (6%) per annum. Any such
revised rate shall be effective with the calendar month following such action by
the Committee.


    
Section  
5.03. Incentive
Stock Unit Account.


    (a) Limited Purpose "Buy Only" Account. The Incentive
Stock Unit Account is a "buy only" account limited to (i) Annual Bonus
Deferrals that are made after June 30, 2001 pursuant to Section 3.03 and that
the Eligible Employee elects to be credited to the Incentive Stock Unit Account
in accordance with Section 6.01(c), (ii) LTIP Deferrals made after June 30, 2001
pursuant to Section 3.04, and (iii) matching contribution credits made after
June 30, 2001 pursuant to Section 3.05.


    (b) Conversion to WPS Stock Units. All eligible Deferrals made
by or on behalf of a Participant and allocated to the Incentive Stock Unit
Account and all of a Participant's matching contribution credits under Section
3.05 (the "Incentive Stock Unit Convertible Amount") are converted,
for record keeping purposes, into whole and fractional WPS Resources Stock
Units, with fractional units calculated to four decimal places. The conversion
shall be accomplished by dividing each Participant's Incentive Stock Unit
Convertible Amount by the closing price of a share of WPS Resources Stock on the
date on which the Deferral or credit would otherwise have 

 

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 been paid to the
Participant, as reported in the Wall Street Journal's New York Stock Exchange
Composite Transaction listing. Likewise, any dividends that would have been
payable on the WPS Resources Stock Units credited to a Participant's Incentive
Stock Unit Account had such Units been actual shares of WPS Resources Stock
shall be converted, for record keeping purposes, into whole and fractional WPS
Resources Stock Units based on the closing price of a share of WPS Resources
Stock on the dividend date.


    
Section
 
5.04. Deferred
Stock Unit Account.


    (a) Limited Purpose "Buy Only" Account. A Director's
Deferred Stock Unit Account is a "buy only" account limited to
Deferred Stock Units allocated to the Director in accordance with Section 3.01
above. The Director is not able to exercise investment discretion with respect
to his Deferred Stock Unit Account.


    (b) Conversion to WPS Stock Units. All amounts directed by the
Board in accordance with Section 4.03 above shall be credited to the Director's
Deferred Stock Unit Account. If the Board directs that a Director be credited
with a prescribed number of WPS Resources Stock Units, the number of units so
prescribed shall be credited to the Director's Deferred Stock Unit Account. If
the Board directs that a Director be credited with WPS Resources Stock Units
with a prescribed value, the value to be credited (the "Deferred Stock Unit
Convertible Amount") will be converted, for record keeping purposes, into
whole and fractional WPS Resources Stock Units, with fractional units calculated
to four decimal places. The conversion shall be accomplished by dividing each
Director's Deferred Stock Unit Convertible Amount by the closing price of a
share of WPS Resources Stock on the effective date of the grant, as reported in
the Wall Street Journal's New York Stock Exchange Composite Transactions
listing. Any dividends that would have been payable on the WPS Resources Stock
Units credited to a Director's Deferred Stock Unit Account had such Units been
actual shares of WPS Resources Stock shall be converted, for record keeping
purposes, into whole and fractional WPS Resources Stock Units based on the
purchase price at which shares of WPS Resources Stock were purchased under the
WPS Resources Corporation Stock Investment Plan on the purchase date that is
coincident with or closest to the dividend date.

 

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Section  
5.05. Base
Stock Unit Account.


    (a) Availability. The Base Stock Unit Account is an Available
Investment Option with respect to the deemed investment of Base Compensation
Deferrals, Director Deferrals and Annual Bonus Deferrals that are made after
June 30, 2001 and that the Participant elects to have credited to the Base Stock
Unit Account in accordance with Section 6.01(b) and (c).


    (b) Conversion to WPS Stock Units. All eligible Deferrals made
by or on behalf of a Participant and allocated to the Base Stock Unit Account
(the "Base Stock Unit Convertible Amount") are converted, for record
keeping purposes, into whole and fractional WPS Resources Stock Units, with
fractional units calculated to four decimal places. The conversion shall be
accomplished by dividing each Participant's Base Stock Unit Convertible Amount
by the closing price of a share of WPS Resources Stock on the date on which the
Deferral would otherwise have been paid to the Participant, as reported in the
Wall Street Journal's New York Stock Exchange Composite Transaction listing.
Likewise, any dividends that would have been payable on the WPS Resources Stock
Units credited to a Participant's Incentive Stock Unit Account had such Units
been actual shares of WPS Resources Stock shall be converted, for record keeping
purposes, into whole and fractional WPS Resources Stock Units based on the
closing price of a share of WPS Resources Stock on the dividend date.


    (c) Conversion from WPS Stock Units. If a Participant elects
under Section 6.01(f) to reallocate all or any portion of his Base Stock Unit
Account among the other Available Investment Options, the WPS Resources Stock
Units to which such election relates shall be converted, for record keeping
purposes, into an amount equal to the product of such units and the closing
price of a share of WPS Resources Stock, on the effective date of such
reallocation, as reported in the Wall Street Journal's New York Stock Exchange
Composite Transaction listing.


    (d) Securities Law Restrictions. Notwithstanding anything to
the contrary herein, all elections under Section 6.01(f) by a Participant who is
subject to Section 16 of the Exchange Act are subject to review by the Committee
prior to implementation. Further, the following reallocation transactions under
Section 6.01(f) by a Participant who is subject to Section 16 of the Exchange
Act are prohibited: (i) elections to reallocate the deemed investment of the
affected Participant's Account into WPS Resources Stock Units within six (6)
months of an election to 

 

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 reallocate deemed investments out of WPS Resources
Stock Units; and (ii) elections to reallocate the deemed investment of the
affected Participant's Account out of WPS Resources Stock Units within six (6)
months of an election to reallocate deemed investments into WPS Resources Stock
Units (collectively, "Prohibited Transactions"). All Prohibited
Transactions are void. In accordance with Section 10.02, the Committee may
restrict additional transactions, or impose other rules and procedures, to the
extent deemed desirable by the Committee in order to comply with the Exchange
Act, including, without limitation, application of the review and approval
provisions of this Section 5.05(d) to Participants who are not subject to
Section 16 of the Exchange Act.


   
Section  
5.06. Prior
Plan WPS Stock Unit Account.


    (a) Limited Purpose Account. The Prior Plan WPS Stock Unit
Account is limited to WPS Resources Stock Units credited to a Participant under
the Plan (or a predecessor plan) through June 30, 2001, together with such
additional WPS Resources Stock Units as are credited in accordance with
subsection (b) below based on deemed dividends on such WPS Resources Stock
Units.


    (b) Dividend Credits. Any dividends that would have been
payable on the WPS Resources Stock Units credited to a Participant's Prior Plan
WPS Stock Unit Account had such Units been actual shares of WPS Resources Stock
shall be converted, for record keeping purposes, into whole and fractional WPS
Resources Stock Units, and shall be credited to the Prior Plan WPS Stock Unit
Account, based on the closing price of a share of WPS Resources Stock on the
dividend date.

 

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<PAGE>


 


ARTICLE VI. ACCOUNTING AND HYPOTHETICAL INVESTMENT
ELECTIONS


    Section  6.01. Hypothetical
Investment of Participant Accounts.


    (a) Available Investment Options.


            
            (i) For purposes of directing the deemed investment of
            Base Compensation Deferrals and Director Deferrals under subsection
            (b) below and for purposes of reallocating the deemed investment of
            the Participant's Account under subsection (f) below, the Available
            Investment Options shall be all of the Investment Options other than
            Reserve Account A, the Prior Plan WPS Stock Unit Account, the
            Incentive Stock Unit Account and the Deferred Stock Unit Account.

            
            (ii) For purposes of directing the deemed investment of
            Annual Bonus Deferrals under subsection (c) below, the Available
            Investment Options shall be all of the Investment Options other than
            Reserve Account A, the Prior Plan WPS Stock Unit Account and the
            Deferred Stock Unit Account.




    (b) Deemed Investment of Base Compensation Deferrals and Director
Deferrals. In accordance with uniform rules prescribed by the Committee,
each Participant shall designate, in writing or in such other manner as the
Committee may prescribe, how Base Compensation Deferrals or Director Deferrals
made while the designation is in effect are credited among the Available
Investment Options. When selecting more than one Available Investment Option,
the Participant shall designate, in whole multiples of 1% or such other
percentage determined by the Committee, the percentage of his or her Base
Compensation Deferrals or Director Deferrals to be credited to each Available
Investment Option. If the Participant fails to make a timely and complete
investment designation, he or she shall be deemed to have elected that 100% of
his or her Base Compensation Deferrals be credited to Reserve Account B or such
other of the Available Investment Options specified by the Committee for this
purpose. A Participant's 

 

20

<PAGE>

 election or deemed election shall become effective
beginning with the first payroll period commencing or payment date occurring on
or after the date on which the election is received and accepted by the
Committee, or such other date established by the Committee for this purpose, and
shall remain in effect unless and until modified by a subsequent election that
becomes effective in accordance with the rules of this subsection.


    (c) Deemed Investment of Annual Bonus Deferrals. In accordance
with uniform rules prescribed by the Committee, each Participant shall
designate, in writing or in such other manner as the Committee may prescribe,
how Annual Bonus Deferrals made while the designation is in effect are credited
among the Available Investment Options. When selecting more than one Available
Investment Option, the Participant shall designate, in whole multiples of 1% or
such other percentage determined by the Committee, the percentage of his or her
Annual Bonus Deferrals to be credited to each Available Investment Option;
provided, that with respect to any portion of the Annual Bonus Deferral that the
Participant allocates to the Incentive Stock Unit Account, the amount allocated
to such account will be 105% of the amount designated by the Participant for
deferral into the Incentive Stock Unit Account. If the Participant fails to make
a timely and complete investment designation, he or she shall be deemed to have
elected that 100% of his or her Annual Bonus Deferral be credited to Reserve
Account B or such other Investment Option specified by the Committee for this
purpose. Except as provided in Section 3.03, a Participant's election or deemed
election shall become effective with respect to annual bonus amounts awarded on
or after the date on which the election is received and accepted by the
Committee, and shall remain in effect unless and until modified by a subsequent
election that becomes effective in accordance with the rules of this subsection.


    (d) Deemed Investment of LTIP Deferrals. LTIP Deferrals under
Section 3.04 and matching contribution credits under Section 3.05 are credited
to the Incentive Stock Unit Account. The Participant is not permitted to make an
investment election with respect to LTIP Deferrals and matching contribution
credits.


    (e) Allocation of Deemed Investment Gain or Loss. On each day
that the New York Stock Exchange is open for business, or at such other times as
the Committee may prescribe (the "Valuation Date"), the Account of
each Participant will be credited (or charged) based upon the 

 

21

<PAGE>

 investment gain
(or loss) that the Participant would have realized with respect to his or her
Account since the immediately preceding Valuation Date had the Account been
invested in accordance with the terms of the Plan and where applicable, the
Participant's election. Subject to the special rules set forth in Article V with
respect to Reserve Account A, Reserve Account B, the Incentive Stock Unit
Account, the Deferred Stock Unit Account, the Base Stock Unit Account and the
Prior Plan WPS Stock Unit Account, the credit (or charge) shall be the sum,
separately calculated for each of the Investment Options, of the product
obtained by multiplying (i) the portion (if any) of the Participant's Account as
of the immediately prior Valuation Date that is deemed to have been invested in
each Investment Option, and (ii) the rate of return experienced by that
Investment Option since the immediately preceding Valuation Date. The Committee,
in its discretion, may prescribe alternate rules for the valuation of
Participant Accounts, including, without limitation, the application of unit
accounting principles.


    (f) Reallocation of Account. Subject to Section 5.05(d), and in
accordance with rules prescribed by the Committee (which may include limitations
on the timing or frequency of reallocation transactions initiated by some or all
Participants), each Participant may elect to reallocate his or her Account
(other than the portion deemed to be invested in Reserve Account A, Pre-July 1,
2001 Reserve Account B, the Prior Plan WPS Stock Unit Account, the Incentive
Stock Unit Account and the Deferred Stock Unit Account) among the Available
Investment Options. When selecting more than one Investment Option, the
Participant shall designate, in whole multiples of 1% or such other percentage
determined by the Committee, the percentage of his or her Account (other than
the portion that is deemed to be invested in Reserve Account A , the Incentive
Stock Unit Account or the Deferred Stock Unit Account) that is deemed to be
invested in each Available Investment Option after the investment reallocation
is given effect. Once effective, a Participant's reallocation shall remain in
effect unless and until modified by a subsequent election that becomes effective
in accordance with the rules prescribed by the Committee. Other than a
reallocation of a Participant's Account pursuant to a revised investment
election submitted by the Participant, the deemed investment allocation of a
Participant will not be adjusted to reflect differences in the relative
investment return realized by the various hypothetical Investment Options that
the Participant has designated.

 

22

<PAGE>


   
Section  
6.02. Accounts
are For Record Keeping Purposes Only.

    Plan Accounts and the record keeping procedures described herein serve solely
as a device for determining the amount of benefits accumulated by a Participant
under the Plan, and shall not constitute or imply an obligation on the part of a
Participating Employer to fund such benefits. In any event, a Participating
Employer may, in its discretion, set aside assets equal to part or all of such
account balances and invest such assets in Company stock, life insurance or any
other investment deemed appropriate. Any such assets, including WPS Resources
Stock and any other assets held under the Trust, shall be and remain the sole
property of the Company and except to the extent that the Trust authorizes a
Participant to direct the trustee with respect to the voting of WPS Resources
Stock held in the Trust, a Participant shall have no proprietary rights of any
nature whatsoever with respect to such assets.

 

23

<PAGE>


 


ARTICLE VII. DISTRIBUTION OF ACCOUNTS


     Section  7.01. Distribution
Election.


    (a) Election. A Participant, at the time he commences
participation in the Plan, shall make a distribution election with respect to
his Account. The election shall be in such form as the Committee may prescribe,
and shall specify the distribution commencement date, the distribution period,
and the distribution method applicable following the Participant's death. Any
such election shall be consistent with the following rules (or where the
Participant fails to make a selection, in accordance with the default rules set
forth below):


            
            (i) Distribution Commencement Date. Unless the
            Participant has selected a later commencement date (which in no
            event shall be later than the first distribution period following
            the Participant's attainment of age 72), distribution of a
            Participant's Accounts will commence within 60 days following the
            end of the calendar year in which the Participant terminates
            employment or service from all Participating Employers. For purposes
            of this Plan, an Eligible Employee who is disabled shall be deemed
            to have retired or terminated at the conclusion of benefits under
            all disability income plans sponsored by a Participating Employer or
            to which a Participating Employer contributes, unless otherwise
            determined by the Committee. Further, an Eligible Employee who
            ceases employment with a Participating Employer in connection with
            an early retirement (reduction in force) program sponsored by the
            Participating Employer shall, if a participant in the Wisconsin
            Public Service Administrative Employees Retirement Plan, be deemed
            to have retired upon commencement of retirement benefits under such
            plan.

 

24



<PAGE>


            
            (ii) Distribution Period. Distributions will be
            made in 1 to 15 annual installments, as elected by the Participant.

            
            (iii) Distribution of Remaining Account Following
            Participant's Death. In the event of the Participant's death,
            the Participant's remaining undistributed interest will be
            distributed to the Participant's Beneficiary in accordance with the
            distribution election (single sum payment or installments) elected
            by the Participant. If the Participant had elected a single sum, the
            payment shall be made on or about March 1 following the calendar
            year in which occurs the Participant's death. If the Participant had
            elected an installment distribution, (A) any installments previously
            commenced to the Participant shall continue to the Beneficiary and
            (B) if installment distributions had not commenced as of the date of
            the Participant's death, payments over the installment period
            elected by the Participant shall commence to the Beneficiary on or
            about March 1 following the calendar year in which occurs the
            Participant's death.




    (b) Effectiveness of Election. A distribution election shall be
deemed made only when it is received and accepted as complete by the Committee,
and shall remain in effect until modified by the Participant in accordance with
Section 7.02 below or otherwise revoked in accordance with Plan rules.


    
Section  
7.02. Modified
Distribution Election.

    A Participant may from time to time modify his distribution election by
filing a revised distribution election, properly completed and signed, with the
Committee. However, a revised distribution election will be given effect only if
the Participant remains employed by a Participating Employer for twelve (12)
consecutive months following the date that the revised election is received and
accepted as complete by the Committee.

 

25

<PAGE>


    
Section  
7.03. Calculation
of Annual Distribution Amount.


    (a) Pre-2001 Retirees. For any Participant who retired or
terminated employment or service prior to January 1, 2001, distribution of the
Participant's Account will be calculated and made under the distribution
provisions of the Plan applicable to the Participant on the date of the
Participant's retirement or termination of employment or service.


    (b) Post-2000 Retirees. For a Participant who retires or
terminates employment or service after December 31, 2000, the annual
distribution amount, unless the Committee specifies a different or alternate
method, shall be calculated as follows:


            
            (i) The annual distribution amount for the Participant's
            Account, other than the portion of the Account that is deemed to be
            invested in the Stock Unit Accounts (the "Distributable
            Account"), shall be determined by dividing (A) the aggregate
            balance in the Distributable Account as of January 1 of the year for
            which the distribution is being made, by (B) the number of
            installment payments remaining to be made under the distribution
            period selected by the Participant. Distributions shall be made in
            cash. The amount of any distribution under this Paragraph (i) will
            be charged pro-rata against the Participant's interest in each
            Investment Option comprising the Distributable Account.
            Notwithstanding the foregoing, the last installment payment of the
            Distributable Account shall be adjusted to take into account deemed
            investment gains or losses for the period between the January 1
            valuation date and the date of actual payment according to such
            methods and procedures adopted by the Committee.

            
            (ii) The annual distribution amount for each of the Stock
            Unit Accounts shall be determined on a share basis by dividing (A)
            the number of WPS Resources Stock Units credited to 

 

26

<PAGE>

             the relevant
            Stock Unit Account as of January 1 of the year for which the
            distribution is being made (subject to subsequent adjustment under
            Section 8.01), by (B) the number of installment payments
            remaining to be made under the distribution period selected by the
            Participant. The Participant will receive shares of WPS Resources
            Stock equal to the annual distribution amount, subject only to the
            distribution of cash in lieu of any fractional WPS Resources Stock
            Unit. The cash payment for any fractional WPS Resources Stock Unit
            shall be determined based upon the closing price of a share of WPS
            Resources Stock on January 21 of the year in which the distribution
            is being made, as such share price is reported in the Wall Street
            Journal's New York Stock Exchange Composite Transactions listing. If
            January 21 falls on a Saturday, Sunday or holiday, the calculation
            of the cash portion of the distribution will be made based upon the
            closing price as reported for the immediately preceding business
            day.




    
Section  
7.04. Time
of Distribution.

    Subject to the provisions of Sections 8.01 and 9.02, each distribution
of WPS Resources Stock made to a Participant (or Beneficiary) shall be
distributed on January 22 (or if January 22 falls on a Saturday, Sunday or
holiday, the immediately following business day). For distribution and tax
reporting purposes, the value of WPS Resources Stock distributed shall equal the
number of shares distributed multiplied by the closing price of WPS Resources
Stock on January 21 (or if January 21 falls on a Saturday, Sunday or holiday,
the immediately preceding business day) of the year in which the distribution is
being made as reported in the Wall Street Journal's New York Stock Exchange
Composite Transaction listing. The cash portion of any distribution will be made
no later than March 1 of the year for which the distribution is being made.

 

27

<PAGE>


   
Section  
7.05. Other
Distribution Rules.


    (a) Limit on Shares. Subject to adjustment as provided in
subsection (c) below, the total number of authorized but previously unissued
shares of WPS Resources Stock which may be distributed to Participants or
Beneficiaries pursuant to the Plan shall be two hundred fifty thousand
(250,000), which number shall not be reduced by or as a result of (i) any cash
distributions pursuant to the Plan or (ii) the distribution to Participants or
Beneficiaries pursuant to the Plan of any outstanding shares of WPS Resources
Stock purchased by or on behalf of the Trust.


    (b) Tax Withholding. The amount actually distributed to the
Participant will be reduced by applicable income tax withholding (if any).
Unless the Participant has made a contrary election, income tax on the entire
annual distribution amount will be withheld from the cash portion of the
distribution, and WPS Resources Stock will be used to satisfy withholding
obligations only to the extent that the cash portion of the distribution is
insufficient for this purpose.


    (c) Single Sum Distribution at the Committee's Option.

            
            
            (i) In the case of an Eligible Employee whose employment
            with a Participating Employer is involuntarily terminated by the
            Participating Employer, or whose employment with a Participating
            Employer is mutually terminated in accordance with a separation
            agreement and release between the Participating Employer and such
            Participant, the Committee may (but need not) direct that the
            Eligible Employee's Account be distributed in the form of a single
            sum payment in lieu of distribution over any installment
            distribution period that would otherwise apply. If so directed by
            the Committee, the single sum distribution shall be made in cash
            and/or shares of WPS Resources Stock (as determined in accordance
            with Section 7.03) and shall be made at the time specified in
            Section 7.04.

 

28

            

<PAGE>

            
            
            (ii) In the case of any other Participant or Beneficiary
            whose Account has a value of $100,000 or less as of the valuation
            date that immediately precedes the date on which distribution would
            first be made to the Participant or Beneficiary, the Committee may
            (but need not) direct that the Participant's Account be distributed
            in the form of a single sum payment in lieu of any installment
            distribution period that would otherwise apply. If so directed by
            the Committee, the single sum distribution shall be made in cash
            and/or shares of WPS Resources Stock (as determined in accordance
            with Section 7.03) and shall be made at the time specified in
            Section 7.04.

 

29

            

<PAGE>

            
  
    
      
        
          
            
             

            

          

        

      

    

              

  
  ARTICLE VIII. RULES WITH RESPECT TO WPS RESOURCES
  STOCK

  AND WPS RESOURCES STOCK UNITS


    Section  8.01. Transactions
Affecting WPS Resources Stock.

    In the event of any merger, share exchange, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure of the Company or a Participating Employer affecting WPS Resources
Stock, the Committee may make appropriate equitable adjustments with respect to
the WPS Resources Stock Units (if any) credited to the Stock Unit Accounts of
each Participant, including without limitation, adjusting the date as of which
such units are valued and/or distributed, as the Committee determines is
necessary or desirable to prevent the dilution or enlargement of the benefits
intended to be provided under the Plan.

            
   
Section  
8.02. No
Shareholder Rights With Respect to WPS Resources Stock Units.

    Participants shall have no rights as a stockholder pertaining to WPS
Resources Stock Units credited to their Accounts. No WPS Resources Stock Unit
nor any right or interest of a Participant under the Plan in any WPS Resources
Stock Unit may be assigned, encumbered, or transferred, except by will or the
laws of descent and distribution. The rights of a Participant hereunder with
respect to any WPS Resources Stock Unit are exercisable during the Participant's
lifetime only by him or his guardian or legal representative.

 

30

<PAGE>


 


ARTICLE IX. SPECIAL RULES APPLICABLE IN THE EVENT OF A
CHANGE IN 

 CONTROL OF THE COMPANY


     Section  9.01. Definitions.

    For purposes of this Article VIII, the following terms shall have the
following respective meanings:


    (a) 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.


    (b) 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 under-standing, or upon the
            exercise of conversion rights, exchange rights, or other 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 

 

31

<PAGE>

             pursuant to the terms of the Company's Rights Agreement with
            Firstar Trust Company (now US Bank), 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
            Paragraph (ii) above) or disposing of any voting securities of the
            Company.

 

32

<PAGE>




    (c) A "Change in Control" 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 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 

 

33



<PAGE>


            
            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.




    (d) "Continuing Directors" 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.


    (e) "Person" means 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.


   
Section  
9.02. Amendments
in Connection with a Change in Control.


    (a) Board Authority to Amend or Terminate Plan. Prior to the
occurrence of a Change in Control, the Board may exercise its authority under
Section 10.06, including, to the extent deemed necessary or desirable by the
Board in anticipation of a Change in Control, any of the following actions:


            
            (i) The Board may amend the Plan to eliminate WPS
            Resources Stock Units and cause the value of such units as of the
            Amendment Date (such value to be determined under
            Section 5.05(c)) to be reallocated to Reserve Account B. The
            term "Amendment Date" means the date on which an amendment
            to the Plan is validly adopted or the date on which the amendment is
            or purports to be effective, whichever is later.

 

  34



<PAGE>


            
            (ii) The Board may terminate the Plan and require that all
            benefits accrued to the date of termination (or such later date as
            the Board specifies) be distributed to Participants (or
            Beneficiaries), in a single sum regardless of a Participant's prior
            election as to the form and timing of benefit payments.




    (b) Automatic Amendments. Unless terminated by the Board
pursuant to subsection (a)(ii), the Plan shall automatically be amended
upon a Change in Control to provide that:


            
            (i) the rate of interest equivalent to be credited with
            respect to Reserve Account A for each month following the Change in
            Control shall be the greater of (A) the rate of interest equivalent
            otherwise applicable with respect to Reserve Account A if such
            amount were calculated based upon the consolidated return on common
            shareholders equity of the Company (including for this purpose any
            successor corporation that is the survivor of a merger with the
            Company or any successor to that corporation) and all subsidiaries,
            and (B) a rate equal to two (2) percentage points above the prime
            lending rate at US Bank Milwaukee, Milwaukee, Wisconsin (or any
            successor thereto) as of the last business day of that month; and

            
            (ii) the rate of interest equivalent to be credited with
            respect to Reserve Account B for each month following the Change in
            Control shall be the greater of (A) the rate of interest equivalent
            otherwise applicable with respect to Reserve Account B if such
            amount were calculated based upon the consolidated return on common
            shareholders equity of the Company (including for this purpose any
            successor 

 

35

<PAGE>

             corporation that is the survivor of a merger with the
            Company or any successor to that corporation) and all subsidiaries,
            and (B) a rate equal to two (2) percentage points above the prime
            lending rate at US Bank Milwaukee, Milwaukee, Wisconsin (or any
            successor thereto) as of the last business day of that month. The
            minimum rate of interest equivalent under clause (B) shall cease to
            apply on the third anniversary of the Change in Control in the event
            that the Participant is actively employed by the Company (or any
            subsidiary or affiliate of the Company) on such date.




    (c) Prohibition on Certain Amendments. Notwithstanding the
foregoing, on or after the effective date of a Change in Control, the Board or
Company may not, without the written consent of the affected Participant (or in
the case of a deceased Participant, the Participant's Beneficiary) amend the
Plan or take an action to terminate the Plan that would:


            
            (i) Result in a decrease in the number of, or a change in
            the type of, Available Investment Options that were made available
            under the Plan immediately prior to the Change of Control; or

            
            (ii) Cause the Accounts to be valued under Section 6.01(e)
            less frequently than quarterly; or

            
            (iii) Impair or otherwise limit a Participant's rights to
            reallocate his Accounts under Section 6.01(f) as in effect on the
            date immediately prior to the Change in Control; or

            
            (iv) Decrease the interest rate credited under Reserve
            Account A or Reserve Account B as determined pursuant to subsection
            (b) above, except as specifically provided therein; or

 

36

<PAGE>

            
            (v) Eliminate the distribution options made available
            under Section 7.02 or otherwise terminate any distribution elections
            then in effect.




   
Section  
9.03. Maximum
Payment Limitation.


    (a) Limit on Payments. Except as provided in subsection (b)
below, if any portion of the payments or benefits described in this Plan or
under any other agreement with or plan of the Company (in the aggregate,
"Total Payments"), would constitute an "excess parachute
payment", then the Total Payments to be made to the Participant shall be
reduced such that the value of the aggregate Total Payments that the Participant
is entitled to receive shall be one dollar ($1) less than the maximum amount
which the Participant may receive without becoming subject to the tax imposed by
Section 4999 of the Code or which the Company may pay without loss of deduction
under Section 280G(a) of the Code; provided that this Section shall not apply in
the case of a Participant who has in effect a valid employment contract
providing that the Total Payments to the Participant shall be determined without
regard to the maximum amount allowable under Section 280G of the Code. The terms
"excess parachute payment" and "parachute payment" shall
have the meanings assigned to them in Section 280G of the Code, 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.
Within forty (40) days following delivery of notice by the Company to the
Participant of its belief that there is a payment or benefit due the Participant
which will result in an excess parachute payment as defined in Section 280G of
the Code, the Participant and the Company, at the Company's expense, shall
obtain the opinion (which need not be unqualified) of nationally recognized tax
counsel selected by the Company's independent auditors and acceptable to the
Participant in his sole discretion (which may be regular outside counsel to the
Company), which opinion sets forth (A) the amount of the Base Period Income, (B)
the amount and present value of Total Payments and (C) the amount and present
value of any excess parachute payments determined without regard to the
limitations of this Section. As used in this Section, the term "Base Period
Income" means an amount equal to the Participant's "annualized
includible compensation for the base period" as defined in Section
280G(d)(1) of the Code. 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 

 

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 accordance with the principles of Sections 280G(d)(3)
and (4) of the Code, which determination shall be evidenced in a certificate of
such auditors addressed to the Company and the Participant. Such opinion shall
be addressed to the Company and the Participant and shall be binding upon the
Company and the Participant. If such opinion determines that there would be an
excess parachute payment, the payments hereunder that are includible in Total
Payments 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
Participant in writing delivered to the Company within thirty days of his
receipt of such opinion or, if the Participant 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 legal counsel so requests in connection with the opinion
required by this Section, the Participant and the Company shall obtain, at the
Company's expense, and the legal 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 Participant. If
the provisions of Sections 280G and 4999 of the Code (or any successor
provisions) are repealed without succession, then this Section shall be of no
further force or effect.


    (b) Employment Contract Governs. The provisions of subsection
(a) above shall not apply to a Participant whose employment is governed by an
employment contract that provides for Total Payments in excess of the limitation
described in subsection (a) above.


    
Section  
9.04. Resolution
of Disputes.

    If, after a Change in Control, (a) a dispute arises with respect to the
enforcement of the Participant's rights under the Plan, or (b) any legal
proceeding shall be brought to enforce or interpret any provision contained in
the Plan or to recover damages for breach of the Plan, in either case so long as
the Participant is not acting in bad faith or otherwise pursuing a course of
action that a reasonable person would determine to be frivolous, the Participant
shall recover from the Company any reasonable attorneys' fees and necessary
costs and disbursements incurred as a result of such dispute or legal proceeding
("Expenses"), and prejudgment interest on any money judgment obtained
by the Participant calculated at the rate of interest announced by US Bank
Milwaukee, Milwaukee, Wisconsin (or any successor thereto), from time to time as 

 

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its prime or base lending rate from the date that payments to the Participant
should have been made under this Plan. Within ten (10) days after the
Participant's written request therefor, the Company shall pay to the
Participant, or such other person or entity as the Participant may designate in
writing to the Company, the Participant's Expenses in advance of the final
disposition or conclusion of any such dispute or legal proceeding. In the case
of a deceased Participant, this Section shall apply with respect to the
Participant's Beneficiary or estate.

 

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ARTICLE X. GENERAL PROVISIONS


    Section  10.01.
Administration.

    The Committee shall administer and interpret the Plan and supervise
preparation of Participant elections, forms, and any amendments thereto. To the
extent necessary to comply with applicable conditions of Rule 16b-3, the
Committee shall consist of not less than two members of the Board, each of whom
is also a director of the Company and qualifies as a "non-employee
director" for purposes of Rule 16b-3. If at any time the Committee shall
not be in existence or not be composed of members of the Board who qualify as
"non-employee directors", then all determinations affecting
Participants who are subject to Section 16 of the Exchange Act shall be made by
the full Board, and all determinations affecting other Participants shall be
made by the Board or an officer of the Board. The Committee may, in its
discretion, delegate any or all of its authority and responsibility; provided
that the Committee shall not delegate authority and responsibility with respect
to non-ministerial functions that relate to the participation by Participants
who are subject to Section 16 of the Exchange Act at the time any such delegated
authority or responsibility is exercised. To the extent of any such delegation,
any references herein to the Committee shall be deemed references to such
delegee. Interpretation of the Plan shall be within the sole discretion of the
Committee and shall be final and binding upon each Participant and Beneficiary.
The Committee may adopt and modify rules and regulations relating to the Plan as
it deems necessary or advisable for the administration of the Plan. If any
delegee of the Committee shall also be a Participant or Beneficiary, any
determinations affecting the delegee's participation in the Plan shall be made
by the Committee.


   
Section  
10.02.
Restrictions to Comply with Applicable Law.


    (a) General Restrictions. Notwithstanding any other provision
of the Plan, the Company shall have no liability to deliver any shares of WPS
Resources Stock under the Plan or make any payment unless such delivery or
payment would comply with all applicable laws and the applicable requirements of
any securities exchange or similar entity. In addition, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 under
the Exchange Act. The Committee shall administer the Plan so that transactions
under the Plan will be exempt from Section 16 of the Exchange Act, and shall
have the right to restrict any 

 

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 transaction, or impose other rules and
requirements, to the extent it deems necessary or desirable for such exemption
to be met.


    (b) Restriction on Transfer. Shares of WPS Resources Stock
issued under the Plan may not be sold or otherwise disposed of except (i)
pursuant to an effective registration statement under the Act, or in a
transaction which, in the opinion of counsel for the Company, is exempt from
registration under the Act; and (ii) in compliance with state securities laws.
Further, as a condition to issuance of shares of WPS Resources Stock under the
Plan, the Participant, his Beneficiary or his heirs, legatees or legal
representatives, as the case may be, shall execute and deliver to the Company a
restrictive stock transfer agreement in such form, and subject to such terms and
conditions, as shall be reasonably determined or approved by the Committee,
which agreement, among other things, may impose certain restrictions on the sale
or other disposition of any shares of stock acquired under the Plan. The
Committee may waive the foregoing restrictions, in whole or in part, in any
particular case or cases or may terminate such restrictions whenever the
Committee determines that such restrictions afford no substantial benefit to the
Company.


    (c) Additional Restrictions; Legends. All shares of WPS
Resources Stock delivered under the Plan shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the Plan
and any applicable federal or state securities laws, and the Committee may cause
a legend or legends to be put on any certificates to make appropriate references
to such restrictions.


   
Section  
10.03.
Claims Procedures.


    (a) If a Participant, or Beneficiary (the "claimant")
believes that he is entitled to a benefit under the Plan that is not provided,
the claimant or his legal representative shall file a written claim for such
benefit with the Committee. The Committee shall review the claim within 90 days
following the date of receipt of the claim; provided that the Committee may
determine that an additional 90-day extension is necessary due to circumstances
beyond the Committee's control, in which event the Committee shall notify the
claimant prior to the end of the initial period that an extension is needed, the
reason therefor and the date by which the Committee expects to render a
decision. If the claimant's claim is denied in whole or part, the Committee 

 

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<PAGE>


shall provide written notice to the claimant of such denial. The written notice
shall include the specific reason(s) for the denial; reference to specific Plan
provisions upon which the denial is based; a description of any additional
material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and a description
of the Plan's review procedures (as set forth in subsection (b)) and the time
limits applicable to such procedures, including a statement of the claimant's
right to bring a civil action under section 502(a) of ERISA following an adverse
determination upon review.


    (b) The claimant has the right to appeal the Committee's decision by
filing a written appeal to the Committee within 60 days after claimant's receipt
of the decision or deemed denial. The claimant will have the opportunity, upon
request and free of charge, to have reasonable access to and copies of all
documents, records and other information relevant to the claimant's appeal. The
claimant may submit written comments, documents, records and other information
relating to his claim with the appeal. The Committee will review all comments,
documents, records and other information submitted by the claimant relating to
the claim, regardless of whether such information was submitted or considered in
the initial claim determination. The Committee shall make a determination on the
appeal within 60 days after receiving the claimant's written appeal; provided
that the Committee may determine that an additional 60-day extension is
necessary due to circumstances beyond the Committee's control, in which event
the Committee shall notify the claimant prior to the end of the initial period
that an extension is needed, the reason therefor and the date by which the
Committee expects to render a decision. If the claimant's appeal is denied in
whole or part, the Committee shall provide written notice to the claimant of
such denial. The written notice shall include the specific reason(s) for the
denial; reference to specific Plan provisions upon which the denial is based; a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records, and other
information relevant to the claimant's claim; and a statement of the claimant's
right to bring a civil action under section 502(a) of ERISA.

 

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<PAGE>


   
Section  
10.04.
Participant Rights Unsecured.


    (a) Unsecured Claim. The right of a Participant or his
Beneficiary to receive a distribution hereunder shall be an unsecured claim, and
neither the Participant nor any Beneficiary shall have any rights in or against
any amount credited to his Account or any other specific assets of a
Participating Employer. The right of a Participant or Beneficiary to the payment
of benefits under this Plan shall not be assigned, encumbered, or transferred,
except by will or the laws of descent and distribution. The rights of a
Participant hereunder are exercisable during the Participant's lifetime only by
him or his guardian or legal representative.


    (b) Contractual Obligation. The Company may authorize the
creation of a trust or other arrangements to assist it in meeting the
obligations created under the Plan. However, any liability to any person with
respect to the Plan shall be based solely upon any contractual obligations that
may be created pursuant to the Plan. No obligation of a Participating Employer
shall be deemed to be secured by any pledge of, or other encumbrance on, any
property of a Participating Employer. Nothing contained in this Plan and no
action taken pursuant to its terms shall create or be construed to create a
trust of any kind, or a fiduciary relationship between a Participating Employer
and any Participant or Beneficiary, or any other person.


   
Section  
10.05.
Income Tax Withholding.

    No later than the date as of which an amount first becomes includible in the
gross income of the Participant for Federal income tax purposes, the Participant
shall pay or make arrangements satisfactory to the Committee regarding the
payment of, any Federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount.


   
Section  
10.06.
Amendment or Termination of Plan.

    There shall be no time limit on the duration of the Plan. Except as otherwise
limited pursuant to Section 9.02, the Board (or where specified herein, the
Committee) may at any time amend or terminate the Plan, including but not
limited to modifying the terms and conditions applicable to (or otherwise
eliminating) Deferrals to be made on or after the amendment or termination date;
provided, however, that no amendment or termination may reduce or eliminate 

 

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 any
Account balance accrued to the date of such amendment or termination (except as
such Account balance may be reduced as a result of investment losses allocable
to such Account).


   
Section  
10.07.
Administrative Expenses.

    Costs of establishing and administering the Plan will be paid by the
Participating Employers.


   
Section  
10.08.
Effect on Other Employee Benefit Plans.

    Deferrals credited to a Participant's Account under this Plan shall not be
considered "compensation" for the purpose of computing benefits under
any qualified retirement plan maintained by a Participating Employer, but shall
be considered compensation for welfare benefit plans, such as life and
disability insurance programs sponsored by a Participating Employer, unless
otherwise specifically provided by the terms of such plan.


   
Section  
10.09.
Successors and Assigns.

    This Plan shall be binding upon and inure to the benefit of the Participating
Employers, their successors and assigns and the Participants and their heirs,
executors, administrators, and legal representatives.


   
Section  
10.10.
Right of Offset.

    The Company shall have the right to offset from the benefits payable
hereunder any amount that the Participant owes to the Company, or a subsidiary
or affiliate of the Company. The Company may effectuate the offset without the
consent of the Participant (or the Participant's spouse or Beneficiary, in the
event of the Participant's death).


 

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