AMENDMENT TO KEY EXECUTIVE EMPLOYMENTAND SEVERANCE AGREEMENT

        This Agreement to amend the Key Executive Employment and Severance Agreementdated ___________ by and between WPS Resources Corporation (the"Company") and ___________________ (the "Executive"), isentered into by and between the Company and Executive this _____ day ofDecember, 2000.

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

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

        WHEREAS, as is the case with many publicly held corporations, the possibilityof a Change in Control exists and such possibility, and the uncertainty andquestions which it may raise among management, may result in the departure ordistraction of management personnel to the detriment of the Company and itsstockholders; and

        WHEREAS, the Board of Directors of the Company has determined that additionalsteps should be taken to reinforce and encourage the continued attention anddedication of members of the Company's management, including the Executive, totheir assigned duties without distraction in the face of potentially disturbingcircumstances arising from the possibility of a Change in Control; and

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

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

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

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(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, the Company    shall pay to the Executive an additional amount (the "Gross-Up    Payment") such that the sum of (i) 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), 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 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.

(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 the    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 and (3)    the amount and present value of any excess parachute payments. 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 Section 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. 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 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.    Within five (5) days after the National Tax Counsel's opinion is received by    the Company and the Executive, the Company shall pay (or cause to be paid)    or distribute (or cause to distribute) to or for the benefit of Executive    the amount of any Gross-Up Payment provided under this Subsection 9(b)(ii).

(C) In the event that upon any audit by the Internal Revenue Service, or    by a state or local taxing authority, of the Total Payments or Gross-Up    Payment, a change is finally determined to be required in the amount of    Excise Tax paid by Executive, appropriate adjustments shall be made under    this Agreement such that the net amount which is payable to the Executive    after taking into account the provisions of Section 4999 of the Code shall    reflect the intent of the parties as expressed in this Subsection 9(b)(ii),    in the manner determined by the National Tax Counsel.

(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 this Subsection 9(b)(ii), 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) 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 9(b)(ii) would provide        the Executive with the benefits intended to be afforded to the Executive        by Subsection 9(b)(ii) 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 EmploymentAgreement, and the Employment Agreement continues in full force and effect.

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

|                                                                                                          | WPS RESOURCES CORPORATION               |
|----------------------------------------------------------------------------------------------------------|-----------------------------------------|
|                                                                                                          |                                         |
| ______________________________________                                                                   | By:  _____________________________ |
| (Insert Executive Name)Title:  ____________________________Attest:  __________________________ |