AMENDMENT TO KEY EXECUTIVE EMPLOYMENT

AND SEVERANCE AGREEMENT


        This Agreement to amend the Key Executive Employment and Severance Agreement
dated ___________ by and between WPS Resources Corporation (the
"Company") and ___________________ (the "Executive"), is
entered into by and between the Company and Executive this _____ day of
December, 2000.

        WHEREAS, the Company and Executive entered into a Key Executive Employment
and Severance Agreement dated _________ (the "Employment Agreement");
and

        WHEREAS, the Company considers it
essential to the
best interests of its stockholders to foster the continued employment of
Executive; and

        WHEREAS, as is the case with many publicly held corporations, the possibility
of a Change in Control exists and such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
stockholders; and

        WHEREAS, the Board of Directors of the Company has determined that additional
steps should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control; and

        WHEREAS, in light of the determination made by the Board of Directors of the
Company, the Company and the Executive desire to amend the Employment Agreement
in certain respects;

        NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Executive agree as follows:

1.    Subsections 9(b)(ii) and 9(b)(iii) of the Employment Agreement are deleted
and a new Subsection 9(b)(ii) is added to read as follows:


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

    (B) For purposes of this Agreement, the terms "excess parachute
    payment" and "parachute payments" shall have the meanings
    assigned to them in Section 280G of the Code (or any successor provision),
    and such "parachute payments" shall be valued as provided therein.
    Present value shall be calculated in accordance with Section 280G(d)(4) of
    the Code (or any successor provision). Within forty (40) days following
    delivery of the Notice of Termination or notice by the Company to the
    Executive of its belief that there is a payment or benefit due the Executive
    which will result in an excess parachute payment as defined in Section 280G
    of the Code (or any successor provision), the Executive and the Company, at
    the Company's expense, shall obtain the opinion (which need not be
    unqualified) of nationally recognized tax counsel ("National Tax
    Counsel") selected by the Company's independent auditors and acceptable
    to the Executive in his sole discretion (which may be regular outside
    counsel to the Company), which opinion sets forth (1) the amount of the Base
    Period Income, (2) the amount and present value of Total Payments, (3) the
    amount and present value of any excess parachute payments determined without
    regard to the limitations of this Subsection 9(b)(ii), (4) the After-Tax
    Value of the Total Payments if the reduction in Total Payments contemplated
    under Subsection 9(b)(ii)(A) did not apply, and (5) the After-Tax Value of
    the Total Payments taking into account the reduction in Total Payments
    contemplated under Subsection 9(b)(ii)(A). The term "Base Period
    Income" means an amount equal to the Executive's "annualized
    includible compensation for the base period" as defined in Section
    280G(d)(1) of the Code (or any successor provision). For purposes of such
    opinion, the value of any noncash benefits or any deferred payment or
    benefit shall be determined by the Company's independent auditors in
    accordance with the principles of Sections 280G(d)(3) and (4) of the Code
    (or any successor provisions), which determination shall be evidenced in a
    certificate of such auditors addressed to the Company and the Executive. For
    purposes of determining the After-Tax Value of Total Payments, the Executive
    shall be deemed to pay federal income taxes and employment taxes at the
    highest marginal rate of federal income and employment taxation in the
    calendar year in which the Termination Payment is to be made and state and
    local income taxes at the highest marginal rates of taxation in the state
    and locality of the Executive's domicile for income tax purposes on the date
    the Termination Payment is made, net of the maximum reduction in federal
    income taxes that may be obtained from deduction of such state and local
    taxes. The opinion of National Tax Counsel shall be dated as of the
    Termination Date and addressed to the Company and the Executive and shall be
    binding upon the Company and the Executive. If such opinion determines that
    there would be an excess parachute payment and that the After-Tax Value of
    the Total Payments taking into account the reduction contemplated under
    Subsection 9(b)(ii)(A) is greater than the After-Tax Value of the Total
    Payments if the reduction in Total Payments contemplated under Subsection
    9(b)(ii)(A) did not apply, then the Termination Payment hereunder or any
    other payment or benefit determined by such counsel to be includible in
    Total Payments shall be reduced or eliminated as specified by the Executive
    in writing delivered to the Company within thirty (30) days of his receipt
    of such opinion or, if the Executive fails to so notify the Company, then as
    the Company shall reasonably determine, so that under the bases of
    calculations set forth in such opinion there will be no excess parachute
    payment. If such National Tax Counsel so requests in connection with the
    opinion required by this Subsection 9(b)(ii), the Executive and the Company
    shall obtain, at the Company's expense, and the National Tax Counsel may
    rely on in providing the opinion, the advice of a firm of recognized
    executive compensation consultants as to the reasonableness of any item of
    compensation to be received by the Executive. If the provisions of Sections
    280G and 4999 of the Code (or any successor provisions) are repealed without
    succession, then this Section 9(b)(ii) shall be of no further force or
    effect.

    (C) If, notwithstanding the provisions of Subsection 9(b)(ii)(A), but
    subject to Subsection 9(b)(ii)(D), it is ultimately determined by a court or
    pursuant to a final determination by the Internal Revenue Service that any
    portion of Total Payments is subject to the Excise Tax even though the
    reduction contemplated under Subsection 9(b)(ii)(A) was applied in order to
    avoid application of the Excise Tax, the Company shall pay to the Executive
    an additional amount (the "Gross-Up Payment") such that the sum of
    (1) the net amount retained by the Executive after deduction of any Excise
    Tax and any interest charges or penalties in respect of the imposition of
    such Excise Tax (but not any federal, state or local income tax or
    employment tax) on the Total Payments plus (ii) any federal, state and local
    income tax, employment tax and Excise Tax upon the payment provided for by
    this Subsection 9(b)(ii)(C), shall be equal to the Total Payments. For
    purposes of determining the amount of the Gross-Up Payment, the Executive
    shall be deemed to pay federal income taxes and employment taxes at the
    highest marginal rate of federal income taxation and employment taxation in
    the calendar year in which the Gross-Up Payment is to be made and state and
    local income taxes at the highest marginal rates of taxation in the state
    and locality of the Executive's domicile for income tax purposes on the date
    the Gross-Up Payment is made, net of the maximum reduction in federal income
    taxes that may be obtained from deduction of such state and local taxes.

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

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

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

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

  



2.    Except as specified herein, no other changes are made to the Employment
Agreement, and the Employment Agreement continues in full force and effect.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.

 


  		
WPS RESOURCES CORPORATION

      
		
	______________________________________	By:  _____________________________
	
        (Insert Executive Name)
	
		Title:  ____________________________
		
		Attest:  __________________________