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 itessential 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, 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 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:  __________________________ |