EXHIBIT 10G-1

                       WPS RESOURCES CORPORATION
                      DEFERRED COMPENSATION PLAN

           As Amended and Restated Effective January 1, 1998

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                       WPS RESOURCES CORPORATION
                      DEFERRED COMPENSATION PLAN


          WPS Resources Corporation Deferred Compensation Plan (the "Plan")
has been established effective January 1, 1996 to promote the best interests
of WPS Resources Corporation (the "Company") and the stockholders of the
Company by (1) attracting and retaining well-qualified persons for service as
non-employee directors of the Company and designated subsidiaries or
affiliates; and (2) attracting and retaining key management employees
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.  This
Plan replaces Deferred Compensation Plans 008, 009, 010 and 011 previously
maintained by the Wisconsin Public Service Corporation.

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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" means the recordkeeping account or accounts maintained
by a Participating Employer for each Participant, including to extent
applicable to any such Participant, Reserve Account A, Reserve Account B 
and the Stock Account.

     (b)  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.

     (c)  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,
                  arrangement or understanding, or upon the exercise of
                  conversion rights, exchange rights, 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 
                  pursuant to the terms of the Company's Rights Agreement 
                  with Firstar Trust Company, 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

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                  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 Section 1.01(c)(ii) above) or disposing
                  of any voting securities of the Company.


     (d)  "Beneficiary" means the person or entity designated by the
Participant to be his beneficiary for purposes of this Plan.  If a valid
designation of Beneficiary is not in effect at time of the death of a
Participant, 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
Secretary, and in such form as the Secretary may prescribe for this purpose.

     (e)  "Board" means the Board of Directors of the Company.

     (f)  "Bonus Deferral" means amounts credited, in accordance with an
Executive's election under Section 8.02(b) of the WPS Resources Corporation
Short-Term Variable Pay Plan, to an Executive's Stock Account in lieu of the
payment of an equal amount as a current cash bonus.

     (g)  A "Change in Control of the Company" 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 

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                  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 (x) 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 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.

     (h)  "Code" means 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.

     (i)  "Company" means WPS Resources Corporation, a Wisconsin corporation,
or any successor corporation.

     (j)  "Compensation" means (i) for a Director, the Retainer Fee and (ii)
for an Executive the base salary or wage payable by a Participating Employer
for services performed, including elective contributions to a Section 125, 129
or 401(k) arrangement or Voluntary Deferrals to this Plan, but excluding
extraordinary payments such as overtime, bonuses, meal allowances, reimbursed
expenses, termination pay, moving pay, commuting expenses, Mandatory Deferrals
to this Plan or other non-elective deferred compensation payments or accruals,
stock options, the value of employer-provided fringe benefits or
coverage, and any  

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contributions on behalf of the Executive paid by a Participating Employer to a
survivor's income benefit plan or any other employee benefit plan within the
meaning of ERISA, all determined in accordance with such uniform rules,
regulations or standards as may be prescribed by the Compensation Committee.

     (k)  "Compensation Committee" means the Compensation Committee of the
Board, which functions as the joint Compensation Committee for the Company and
for Wisconsin Public Service Corporation. 

     (l)  "Continuing Director" 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.

     (m)  "Director" means a non-employee director of a Participating Employer
who has been designated by the Compensation Committee as covered under or
being eligible to participate in the Plan. 

     (n)  "ERISA" means 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. 

     (o)  "Executive" means a common law employee of a Participating Employer
who has been designated by the Compensation Committee as covered under or
otherwise being eligible to participate in this Plan.

     (p)  "Mandatory Deferral" means the amount which may from time to time be
credited to the Stock Account of an Executive in accordance with Section 3.01
and for which the Executive does not receive the option between receiving such
amount as current cash compensation and deferring such amount into the Plan.

     (q)  "Participant" means either a Director or Executive who is
participating in or eligible to participate in the Plan.

     (r)  "Participating Employer" means Company and any direct or indirect
subsidiary of the Company that, with the consent of the Compensation
Committee, adopts the Plan for the benefit of one or more Executives or
Directors.

     (s)  "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.

     (t)  "Retainer Fee" means those fees paid by a Participating Employer to
non-employee directors for services rendered on the Board or any committee of
the Board, or for 

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service on the board of directors of a subsidiary or affiliate, including
attendance fees and fees for serving as committee chair. 

     (u)  "Secretary" means the Secretary of the Company (or his delegate).

     (v)  "Trust" means 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. 

     (w)  "Voluntary Deferrals" means amounts (other than Bonus Deferrals)
credited, in accordance with a Participant's election, to his Account in lieu
of the payment of an equal amount of current Compensation.

     (x)  "WPS Resources Stock" means the common stock, $1.00 par value, of
the Company.

     (y)  "WPS Resources Stock Units" means the hypothetical shares of common
stock, $1.00 par value, of the Company, that may be credited (i) to the Stock
Account of an Executive as a result of Mandatory Deferrals or Bonus Deferrals,
or (ii) to the Stock Account of either a Director or Executive as a result of
Voluntary Deferrals. 

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

          This Plan, as applied to Executives, 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.  PLAN ACCOUNTS


     Section 2.01.  Establishment of Accounts.  One or more of the following
     -----------------------------------------
Accounts (as applicable) will be established in the name of each Participant
who (i) is identified on Schedule A as being eligible to participate in either
the Voluntary Deferral component of the Plan or the Mandatory Deferral
component of the Plan or in both the Voluntary Deferral and Mandatory Deferral
components of the Plan, or (ii) is eligible for and has elected to make Bonus
Deferrals in accordance with the procedures specified in Section 8.02(b) of
the WPS Resources Corporation Short-Term Variable Pay Plan:

     (a)  Reserve Account A

     (b)  Reserve Account B

     (c)  Stock Account.

     Section 2.02.  Reserve Account A.  (a)  This Account will be credited
     ---------------------------------
with the reserve account balance accumulated by a Participant as of December
31, 1995 under the prior deferred compensation program of Wisconsin Public
Service Corporation.  Except for attributed earnings as described below, no
further "contributions" or credits of any kind will be made to this Account on
behalf of a Participant.

     (b)  As of the end of each Plan Year, the Account will be credited with
an interest equivalent on the balance in the Account from time to time during
the year.  The annual interest equivalent will be the sum (on a non-compounded
basis) of the attributed earnings for each month during the year based on the
Account balance as of the last day of the month.  Unless modified by the
Compensation Committee, the interest equivalent rate for any month will be the
greater of: 

          (i)     one-half of one percent (0.5%); or 

          (ii)    one-twelfth (1/12) of the return on common
                  shareholders' equity (ROE).  For the months of
                  April through September, ROE means the consolidated
                  return on equity of the Company and all
                  subsidiaries for the twelve (12) months ended on
                  the preceding March 31 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 September 30.

     (c)  The Compensation Committee may revise the interest equivalent rate
described in Section 2.02(b) above or the manner in which it is calculated,
but in no event shall the rate 

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be less than six percent (6%) per annum.  Any such revised rate shall be
effective with the calendar month following such action by the Compensation
Committee.

     (d)  Notwithstanding Section 2.02(b) and (c), in the event of a Change in
Control, the minimum rate of interest equivalent shall be the greater of 
(A) six percent (6%) per annum, or (B) for each month for which attributed
earnings are required to be calculated, a rate equal to two (2) percentage
points above the prime lending rate at Firstar Bank Milwaukee, Milwaukee,
Wisconsin as of the last business day of that month.

     Section 2.03.  Reserve Account B.  (a)  This Account shall be credited
     ---------------------------------
with Voluntary Deferrals made after December 31, 1995 which a Participant
elects to allocate to this Account in accordance with Section 3.02(c)(ii).

     (b)  As of the end of each Plan Year, the Account will be credited with
an interest equivalent on the balance in the Account from time to time during
the year.  The annual interest equivalent will be the sum (on a non-compounded
basis) of the attributed earnings for each month during the year based on the
Account balance as of the last day of each month.  Unless modified by the
Compensation Committee, the interest equivalent rate for any month will be the
greater of:

          (i)     one-half of one percent (0.5%); or

          (ii)    seventy percent (70%) of one-twelfth (1/12) of the
                  return on common shareholders equity (ROE).  For
                  the months of April through September, ROE means
                  the consolidated return on equity of the Company
                  and all subsidiaries for the twelve (12) months
                  ended on the preceding March 31 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 September 30.

     (c)  The Compensation Committee may revise the interest equivalent rate
described in Section 2.03(b) above 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 Compensation Committee.

     (d)  Notwithstanding Section 2.03(b) and (c), in the event of a Change in
Control, the minimum rate of interest equivalent shall be the greater of 
(A) six (6%) per annum, or (B) for each month for which attributed earnings
are required to be calculated, a rate equal to two (2) percentage points above
the prime lending rate at Firstar Bank Milwaukee, Milwaukee, Wisconsin as of
the last business day of that month.

     Section 2.04.  Stock Account.  (a)  This Account shall be credited
     -----------------------------
with (i) all Mandatory Deferrals made after December 31, 1995, (ii) those
Voluntary Deferrals made after 

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December 31, 1995 which a Participant, in accordance with Section 3.02(c)(ii),
elects to allocate to this Account, and (iii) all Bonus Deferrals.

     (b)  As of the end of each month, all Voluntary Deferrals, Mandatory
Deferrals, and Bonus Deferrals made by or on behalf of a Participant during
that month and allocated to the Participant's Stock Account (the "Convertible
Amount") shall be converted, for recordkeeping 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 Convertible Amount by the average purchase price of all shares
of WPS Resources Stock purchased during that month by or on behalf of the
Trust and the WPS Resources Corporation Stock Investment Plan.  Likewise, any
dividends that would have been payable on the WPS Resources Stock Units
credited to a Participant's Stock Account had such Units been actual shares of
WPS Resources Stock shall be converted, for recordkeeping purposes, into whole
and fractional WPS Resources Stock Units based on the average purchase price
of all shares of WPS Resources Stock purchased by or on behalf of the Trust
and the WPS Resources Corporation Stock Investment Plan during the
month in which the dividend is paid.

     Section 2.05.  Accounts are For Recordkeeping Purposes Only.  The Plan
     ------------------------------------------------------------
Accounts described in this Article II above 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, the Company 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.

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            ARTICLE III.  MANDATORY AND VOLUNTARY DEFERRALS


     Section 3.01.  Mandatory Deferrals.  The Compensation Committee may,
     -----------------------------------
from time to time, authorize a Mandatory Deferral to be made on behalf of
covered Executives.  The authorization of any such contribution, the
Executives entitled to the contribution, and the amount to be credited to each
eligible Executive, shall be determined by the Compensation Committee in its
sole discretion; provided that the maximum Mandatory Deferral for any year
shall not exceed thirty percent (30%) of an Executive's Compensation for the
year.  Any Mandatory Deferral will be credited to an eligible Executive's
Stock Account and converted into WPS Resources Stock Units in accordance
with Section 2.04.

     Section 3.02.  Election to Make Voluntary Deferrals.  (a)  A
     ----------------------------------------------------
Participant may elect to make Voluntary Deferrals by submitting a properly
completed and signed election form to the Secretary on or before December 20,
1995.  If the Participant so elects, Voluntary Deferrals will commence with
respect to Compensation earned by a Participant on or after January 1, 1996. 
Notwithstanding the foregoing, if, as of January 1, 1996, the Participant has
in effect an election under the prior deferred compensation program maintained
by Wisconsin Public Service Corporation and does not file an election with the
Secretary in accordance with this Section 3.02(a), the prior election shall be
deemed the Participant's initial election under this Plan.

     (b)  If a Director or Executive first becomes eligible to participate in
the Plan following the election period described in Section 3.02(a) above
(such as, for example, a Director who commences service or an Executive who is
newly designated by the Compensation Committee as being eligible) the initial
deferral election may be made within thirty (30) days of the date that such
person first becomes eligible under the Plan, and shall be effective with
respect to Compensation earned by the Participant in the month following the
month during which the deferral election is made.

     (c)  A Participant's election shall be in such form as the Secretary may
prescribe, and shall specify: 

          (i)     The percentage or dollar amount of Compensation to
                  be deferred as a Voluntary Deferral.  A Director
                  may elect to defer all or any part of his
                  Compensation, in whole dollar amounts or in
                  increments of one percent (1%).  An Executive may,
                  without the consent of the Compensation Committee,
                  elect to defer a portion of his Compensation, in
                  whole dollar amounts or in increments of one
                  percent (1%), provided that the amount or
                  percentage elected does not exceed thirty percent
                  (30%) of the Executive's Compensation.  An
                  Executive may elect to defer more than thirty
                  percent (30%) of Compensation only if the

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                  Compensation Committee has approved the Executive's
                  specific deferral percentage or amount.

          (ii)    Whether the Voluntary Deferrals are to be credited
                  to the Participant's Reserve Account (Reserve
                  Account B) or the Participant's Stock Account.  If
                  the Participant desires to allocate Voluntary
                  Deferrals to both his Reserve and Stock Accounts,
                  the election must further specify the portion of
                  the Voluntary Deferrals, in whole dollar amounts or
                  in increments of one percent (1%), to be allocated
                  to each Account.  Notwithstanding anything to the
                  contrary herein, Voluntary Deferrals in excess of
                  thirty percent (30%) of an Executive's Compensation
                  shall be credited to Reserve Account B, and the
                  Executive's election under this Section 3.02(c)(ii)
                  shall not apply to any such amounts.

     (d)  An election shall be deemed made only when it is received by the
Secretary, and shall remain in effect until modified by the Participant in
accordance with Section 3.03 below or otherwise revoked in accordance with
Plan rules.

     Section 3.03.  Revision or Modification of Voluntary Deferral Election.
     -----------------------------------------------------------------------
(a)  A Participant's initial election under Section 3.02 (including an
election not to make Voluntary Deferrals) shall remain in effect from year to
year unless revised or modified by the Participant in accordance with this
Section 3.03 or otherwise revoked in accordance with Plan rules.

     (b)  A Participant may modify his then current election (including an
election not to make Voluntary Deferrals) by filing a revised election form,
properly completed and signed, with the Secretary.  The revised election will
be effective with respect to Compensation earned on and after the first day of
the month that is coincident with or next following the date on which it is
received by the Secretary.

     (c)  An election shall be deemed revised in accordance with this
Section 3.03 only when the revised election is received by the Secretary, and
once effective, the revised election shall remain in effect until further
revised in accordance with this Section 3.03 or otherwise revoked in
accordance with Plan rules.  Revised elections are prospectively effective
with respect to Compensation earned on or after the applicable effective date
described in Section 3.03(b) and (c) above.  A revised election does not
operate to modify or otherwise reallocate the amounts deferred prior to the
effective date of the revised election.

     Section 3.04.  Involuntary Termination of Voluntary Deferral Elections.
     -----------------------------------------------------------------------
A deferral election shall be automatically revoked upon termination of service
as a Director (in the case of a Director) or termination of employment (in the
case of an Executive).  In addition, an Executive's deferral election shall
terminate on the first day of the Plan Year following the date that the
Compensation Committee determines that the Executive is no longer eligible to 

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participate in the Plan, including any such action that may be necessary in
order for the Plan to qualify under ERISA, with respect to Executive
employees, as a plan of deferred compensation for a select group of management
or highly compensated employees. 

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            ARTICLE IV.  DISTRIBUTION OF RESERVE ACCOUNT A,
                 RESERVE ACCOUNT B AND STOCK ACCOUNTS


     Section 4.01.  Distribution Election.  (a)  The distribution election
     -------------------------------------
(if any) made by a Participant under the prior deferred compensation program
maintained by Wisconsin Public Service Corporation shall be his distribution
election under this Plan unless and until modified in accordance with Section
4.02 below. 

     (b)  A new Participant shall, at the time he commences participation in
the Plan, make a distribution election with respect to his Account.  The
election shall be in such form as the Secretary may prescribe, and shall
specify the distribution commencement date, the distribution period, the
method of distributing earnings credited to the Account, 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
                  occurs the Participant's retirement or termination
                  of employment or service.  For purposes of this
                  Plan, a participating Executive 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. 
                  Further, a participating Executive 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.

          (ii)    Distribution Period.  Distributions will be made in
                  -------------------
                  1, 3, 6, 9, 12 or 15 annual installments, as
                  elected by the Participant.  

          (iii)   Method of Calculating Annual Distribution Amount.
                  ------------------------------------------------
                  Unless the Participant elects the Alternate
                  Distribution Method, the amount to be distributed
                  to the Participant 

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                  each year during the distribution period will be
                  determined under the Regular Distribution Method. 
                  The Regular and Alternate Distribution Methods are
                  described in more detail in Section 4.03.

          (iv)    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
                  Beneficiary designated by the Participant in either
                  a single sum payment or in installments, as elected
                  by the Participant.  If the Participant has elected
                  that death benefits be paid in a single sum, the
                  payment shall be made no later than March 1
                  following the calendar year in which occurs the
                  Participant's death.  If the Participant has
                  elected that death benefits be paid in
                  installments, (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 no later than March 1 following the
                  calendar year in which occurs the Participant's
                  death.

     (c)  A distribution election shall be deemed made only when it is
received by the Secretary, and shall remain in effect until modified by the
Participant in accordance with Section 4.02 below or otherwise revoked in
accordance with Plan rules. 

     Section 4.02.  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 Secretary. 
However, a revised distribution election will be given effect only if the
Participant remains employed by (or in the case of a Director, continues
service on the Board or the board of directors of a Participating Employer)
for twenty-four (24) consecutive months following the date that the revised
election is received by the Secretary.

     Section 4.03.  Calculation of Annual Distribution Amount.  (a)  For 
     --------------------------------------------------------
any Participant whose retirement date was prior to January 1, 1996,
distribution will continue to be calculated under the distribution method
applicable to such Participant at the time his distributions commenced under
the terms of the prior deferred compensation program maintained by Wisconsin
Public Service Corporation.

     (b)  For any Participant whose retirement date is after December 31,
1995, unless the Participant has selected the Alternate Distribution Option,
the annual distribution amount shall be separately calculated for the
Participant's interest (if any) in Reserve Account A, Reserve Account B and
the Stock Account. 

                                 14

                              -227-

<PAGE>

          (i)     The annual distribution amount for Reserve Account
                  A and Reserve Account B shall be determined by
                  dividing the balance in each Account as of
                  January 1 of the year for which the distribution is
                  being made by the number of installment payments
                  remaining to be made under the distribution period
                  selected by the Participant.  Distributions from
                  Reserve Account A and Reserve Account B shall be
                  made in cash.  The amount of any distribution under
                  this Section 4.03(b)(i) will be charged pro-rata
                  against the Participant's interest in Reserve
                  Account A and B.

          (ii)    The annual distribution amount for the Stock
                  Account shall be determined on a share basis by
                  dividing the number of WPS Resources Stock Units
                  credited to the Participant's Stock Account as of
                  January 1 of the year for which the distribution is
                  being made by the number of installment payments
                  remaining to be made under the distribution period
                  selected by the Participant, and then rounding the
                  quotient obtained for all but the final installment
                  to the next lowest whole number of WPS Resources
                  Stock Units.  The Committee will then distribute to
                  the Participant shares of WPS Resources Stock
                  and/or cash equal to the annual distribution
                  amount.  For any portion of the distribution that
                  the Committee elects to satisfy by making a cash
                  payment to the Participant, the cash payment shall
                  be determined by multiplying the annual
                  distribution amount (or the portion of the annual
                  distribution amount being satisfied in cash) by the
                  closing price 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
                  distributions will be made based upon the closing
                  price as reported for the immediately preceding
                  business day.

     (c)  For any Participant whose retirement date is after December 31, 1995
and who has selected the Alternate Distribution Method, the annual
distribution amount shall be separately calculated for the Participant's
interest (if any) in Reserve Account A, Reserve Account B and the Stock
Accounts of January 1 of the year in which distributions commence.  The annual
distribution amounts, once calculated, shall not thereafter be recalculated.

                                 15

                              -228-

<PAGE>

          (i)     For the year in which distribution commences, the
                  annual distribution amount for Reserve Account A
                  and Reserve Account B shall be determined by
                  dividing the balance in each Account as of
                  January 1 of the year in which distribution
                  commences by the number of installment payments
                  selected by the Participant.  For each succeeding
                  distribution year, the Participant shall be
                  entitled to a distribution equal to the annual
                  distribution amount calculated in accordance with
                  the preceding sentence, plus all interest
                  equivalent credited to the Account during the
                  preceding calendar year.  Distributions from
                  Reserve Account A and Reserve Account B shall be
                  made in cash.  The amount of any distribution under
                  this Section 4.03(c)(i) will be charged pro-rata
                  against the Participant's interest in Reserve
                  Account A and B.

          (ii)    For the year in which distribution commences, the
                  annual distribution amount for the Stock Account
                  shall be determined on a share basis by dividing
                  the number of WPS Resources Stock Units credited to
                  the Participant's Stock Account as of January 1 of
                  the year in which distribution commences by the
                  number of installment payments selected by the
                  Participant, and then rounding the quotient
                  obtained for all but the final installment to the
                  next lowest whole number of WPS Resources Stock
                  Units.  For each succeeding distribution year, the
                  Participant shall be entitled to distribution of
                  the number of WPS Resources Stock Units determined
                  in accordance with the preceding sentence, plus all
                  additional WPS Resources Stock Units credited to
                  the Stock Account during the preceding calendar
                  year on account of the assumed reinvestment of
                  dividends, disregarding for all but the final
                  installment any fractional WPS Resources Stock
                  Units.  The Committee will then distribute to the
                  Participant shares of WPS Resources Stock and/or
                  cash equal to the number of WPS Resources Stock
                  Units required to be distributed for that year. 
                  For any portion of the distribution that the
                  Committee elects to satisfy by making a cash
                  payment to the Participant, the cash payment shall
                  be determined by multiplying the distribution
                  amount (or the portion of the distribution amount
                  being satisfied in cash) by the closing price of
                  WPS Resources Stock on January 21 of the year in
                  which the distribution is being made, as such share
                  price is 

                                 16

                              -229-

<PAGE>

                  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
                  distributions will be made based upon the closing
                  price as reported for the immediately preceding
                  business day.

     Section 4.04.  Time of Distribution.  WPS Resources Stock distributed 
     ------------------------------------
to a Participant 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.

     Section 4.05.  Other Distribution Rules.  (a)  Subject to adjustment 
     ----------------------------------------
as provided in paragraph (c) of this Section 4.05, the total number of
authorized but previously unissued shares of WPS Stock which may be
distributed to Participants pursuant to the Plan shall be one hundred thousand
(100,000), 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
pursuant to the Plan of any outstanding shares of WPS Stock purchased by or on
behalf of the Trust.

     (b)  The amount actually distributed to the Participant will be reduced
by applicable income tax withholding.  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)  In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination or other change in the corporate structure of the Company or a
Participating Employer affecting WPS Stock, such adjustment shall be made in
the number and class of shares which may be distributed pursuant to the Plan
as may be determined to be appropriate and equitable by the Compensation
Committee in its sole discretion.

                                 17

                              -230-

<PAGE>

          ARTICLE V.  SPECIAL DEATH BENEFIT FOR PARTICIPANTS
        WHO DIE WHILE MAKING VOLUNTARY AND MANDATORY DEFERRALS


     Section 5.01.  Eligibility.  If an Executive who is identified in 
     ---------------------------
Schedule B (as from time to time amended by the Compensation Committee) dies
prior to attainment of age sixty-five (65) and while employed by a
Participating Employer, and if at the time of the Executive's death Voluntary
or Mandatory Deferrals were being made by or on behalf of the Executive, then
a special death benefit shall be paid to the Executive's Beneficiary.  This
special death benefit is in addition to any other death benefit payable under
the Plan. 

     Section 5.02.  Calculation of Special Death Benefit Amount.  The special
     -----------------------------------------------------------
death benefit shall be an amount equal to the sum of the (a), (b), (c) and (d)
below.

     (a)  The difference between (i) the amount of Voluntary and Mandatory
Deferrals that would have been made by or on behalf of the Executive during
the month in which occurs the Executive's death, assuming, for this purpose
that the Executive had lived, and (ii) the amount of Voluntary and Mandatory
Deferrals actually made during such month;

     (b)  The product obtained by multiplying (i) the amount of Voluntary and
Mandatory Deferrals made by or on behalf of the Executive during the month
prior to the month in which occurs the Executive's death, and (ii) the number
of full calendar months, inclusive, from the month following the month in
which occurs the Executive's death to the month preceding the month in which
the Executive would have attained age sixty-five (65) had he lived;

     (c)  In the event the Executive's birthday is other than the first day of
a calendar month, for the month in which the Executive would have attained age
sixty-five (65), the product obtained by multiplying (i) the amount of
Voluntary and Mandatory Deferrals made by or on behalf of the Executive during
the month prior to the month in which occurs the Executive's death, and (ii) a
fraction, the numerator of which is the number of days in such month prior to
the Executive's sixty-fifth (65th) birthday and the denominator of which
is the total number of days in the month;

     (d)  A projected earnings factor equal to the amount of interest
equivalent that would have accumulated on the amounts described in (a), (b)
and (c) above.  The projected earnings factor shall be calculated using the
interest equivalent rate that was in effect under Reserve Account B for the
month prior to the month in which occurs the Executive's death.  The
calculation shall assume that the Voluntary and Mandatory Deferrals described
in (a), (b) and (c) above were credited to Reserve Account B on a monthly
basis assuming that the Executive had lived and continued to make Voluntary
and Mandatory Deferrals.  The interest equivalent shall be compounded in the
same manner as the Executive's actual Reserve Account balance, i.e., the
annual interest equivalent calculated as of the end of each Plan Year, will be
the sum (on a non-compounded basis) of the attributed earnings for each month
during the year based on the Account balance as of the last day of the month.

                                 18

                              -231-

<PAGE>

     Section 5.03.  Payment of Special Death Benefit.  (a)  The special
     ------------------------------------------------
death benefit calculated in accordance with Section 5.02 above shall be paid
to the Executive's Beneficiary in fifteen (15) annual installments, with the
first installment commencing within sixty (60) days of the Executive's death. 
The benefit calculated under Section 5.02 is a fixed amount which does not
accrue earnings or interest equivalent on the undistributed balance.

                                 19

                              -232-

<PAGE>

             ARTICLE VI.  SUPPLEMENTAL RETIREMENT BENEFIT


     Section 6.01.  Supplemental Retirement Benefit.  In the case of an
     -----------------------------------------------
Executive who is identified in Schedule C (as from time to time amended by the
Compensation Committee), the Executive shall be entitled to a supplemental
retirement benefit if the Executive retires from the Participating Employer
either:

     (a)  on or after attainment of age fifty-eight (58) or such other early
retirement age specified under the Wisconsin Public Service Corporation
Administrative Employees' Retirement Plan (collectively, "early retirement
age"); or

     (b)  prior to such early retirement age with the written approval of the
Compensation Committee.

     Section 6.02.  Amount of Supplemental Benefit.  (a)  An Executive who
     ----------------------------------------------
qualifies for the supplemental retirement benefit under Section 6.01 above a
monthly amount equal to the "applicable percentage" of the Executive's
"average monthly compensation". 

     (b)  The "applicable percentage" shall be twenty percent (20%) in the
case of an Executive identified in Part I of Schedule C and ten percent (10%)
in the case of a Participant identified in Part II of Schedule C.

     (c)  The Executive's "average monthly compensation" is the Executive's
compensation", expressed on a monthly basis, during whichever period of
thirty-six (36) consecutive months of employment produces the highest average. 
For this purpose, "compensation" shall have the same meaning as under the
Wisconsin Public Service Corporation Administrative Employees' Retirement Plan
with the exception that (i) Voluntary Deferrals and Mandatory Deferrals made
by or on behalf of the Executive during the relevant period will be included
in the Executive's compensation and (ii) the compensation limitation specified
in Section 401(a)(17) of the Internal Revenue Code shall not apply.

     Section 6.03.  Commencement and Duration of Supplemental Retirement 
     -------------------------------------------------------------------
Benefits.  Monthly payments calculated in accordance with Section 6.02 above
---------
will commence to the Executive with a payment for the month following the
month in which the Executive retires and shall continue until the earlier to
occur of (a) the Executive's death, or (b) one hundred twenty (120) monthly
payments have been made. 

     Section 6.04.  Death Prior to Receipt of 120 Monthly Payments.  If the
     --------------------------------------------------------------
Executive dies after retirement but before receipt of 120 payments, shall
receive the Participant's surviving spouse monthly payments equal to fifty
percent (50%) of the amount of the benefit that was being paid to the
Executive.  This benefit will commence with a payment for the month following
the month in which occurs the death of the Executive and shall continue until
the earlier to occur of (a) the month in which occurs the death of the
surviving spouse, or (b) a total of one hundred twenty (120) monthly payments
have been made to either the Executive or the surviving spouse.

                                 20

                              -233-

<PAGE>

     Section 6.05.  Death Prior to Retirement.  If the Executive dies prior
     -----------------------------------------
to retirement, the Participant's surviving spouse shall receive monthly
payments equal to fifty percent (50%) of the amount that would have been paid
to the Executive had he lived, but calculated without assuming any salary
increases.  This benefit will commence with a payment for the month following
the month in which occurs the death of the Executive and shall continue until
the earlier to occur of (a) the month in which occurs the death of the
surviving spouse, or (b) one hundred twenty (120) monthly payments have been
made.

     Section 6.06.  Special Rules Applicable Upon a Change in Control.  In
     -----------------------------------------------------------------
the event of a Change in Control, an Executive who is identified in Schedule C
shall become immediately vested in the supplemental retirement benefit,
whether or not the Executive retires from the Company in accordance with the
eligibility conditions set forth in Section 6.01.  The supplemental retirement
benefit shall commence to the Executive with a payment for the month following
the month in which the Executive retires or otherwise terminates employment
following the Change in Control, and shall continue until the earlier to occur
of (a) the Executive's death, or (b) one hundred twenty (120) monthly payments
have been made.  If the Executive dies prior to receiving one hundred twenty
(120) monthly payments, the provisions of Section 6.04 shall apply.

                                 21

                              -234-

<PAGE>


     ARTICLE VII.  PROTECTION OF QUALIFIED RETIREMENT PLAN BENEFIT


     Section 7.01.  Retirement Plan Supplement.  (a)  In the case of an
     ------------------------------------------
Executive who is identified on Schedule D (as from time to time amended by the
Compensation Committee) and who participates in the Wisconsin Public Service
Corporation Administrative Employees' Retirement Plan ("Retirement Plan"), a
monthly benefit shall be paid to the Executive during his lifetime, and if
applicable, to his surviving spouse following the Executive's death, a monthly
amount equal to the difference between:

          (i)     The monthly benefit that would have been payable to
                  or on behalf of the Participant under the
                  Retirement Plan had the Participant's
                  (A) compensation for Retirement Plan purposes been
                  calculated prior to reduction for Voluntary and
                  Mandatory Deferrals made to this Plan and without
                  regard to the compensation limitation described in
                  Section 401(a)(17) of the Code, and (B) benefit
                  been calculated without regard to the maximum
                  benefit limitation described in Section 415 of the
                  Internal Revenue Code; and 

          (ii)    The monthly benefit actually payable to or on
                  behalf of the Executive under the Retirement Plan.

     (b)  Payments under this Section 7.01 shall cease when all benefits
payable to or on behalf of the Executive under the Retirement Plan are
discontinued.

                                 22

                              -235-

<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 affecting WPS Resources Stock, appropriate adjustments shall be made
to the WPS Resources Stock Units (if any) credited to the Stock Account of
each Participant.

     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 Stock Account.  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.

                                 23

                              -236-

<PAGE>

                 ARTICLE IX.  PARTICIPATING EMPLOYERS


     Section 9.01.  Responsibility for Benefits.  Each Participating Employer
     -------------------------------------------
shall be responsible for providing all benefits under the Plan that became
payable to a Participant who is or was employed by (or serves or served on the
board of directors of) that Participating Employer.  To the extent that a
Participant is or was employed by two or more Participating Employers, each
such Participating Employer shall be responsible for providing the portion of
the Participant's benefits accrued while in the employ of that employer.

                                 24

                              -237-

<PAGE>

                        ARTICLE X.  PROVISIONS


     Section 10.01.  Administration.  The Compensation 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 Compensation Committee
shall consist of not less than two members of the Board, each of whom is also
a director of Parent and qualifies as a "non-employee director" for purposes
of Rule 16b-3.  If at any time the Compensation 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 Securities Exchange Act of 1934 (the
"Exchange Act") shall be made by the full Board.  The Board may, in its
discretion, delegate to the Secretary or another committee of the Board any or
all of the authority and responsibility of the Compensation Committee with
respect to participation by Participants other than Participants who are
subject to Section 16 of the Exchange Act at the time any such delegated
authority or responsibility is exercised.  Interpretation of the Plan shall be
within the sole discretion of the Compensation Committee and shall be final
and binding upon each Participant and Beneficiary.  The Compensation
Committee, and the Secretary with respect to matters assigned to him under
this Plan or delegated to him by the Compensation 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 the Secretary shall also be
a Participant or Beneficiary, any determinations affecting the Secretary's
participation in the Plan shall be made by the Compensation Committee.

     Section 10.02.  Compliance With Securities Exchange Act.  Transactions 
     --------------------------------------------------------
under the Plan are intended to comply with all applicable conditions of 
Rule 16b-3 or its successor under the Exchange Act.  The Plan shall be
administered by the Compensation Committee so that transactions under the 
Plan will be exempt from Section 16 of the Exchange Act pursuant to
regulations and interpretations issued from time to time by the Securities and
Exchange Commission. 

     Section 10.03.  Participant Rights Unsecured.  (a)  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)  The Company may authorize the creation of a trust or other
arrangements to assist 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.  

                                 25

                              -238-

<PAGE>

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 10.04.  Income Tax Withholding.  Subject to Section 4.04(c),
     ---------------------------------------
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 Compensation
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 10.05.  Establishment, Amendment or Termination of Plan.
     ----------------------------------------------------------------
(a)  The Plan will become effective on January l, 1996 subject to approval by
a majority of the votes cast at a duly held meeting of the Company's
stockholders at which a quorum representing a majority of all outstanding
voting stock is, either in person or by proxy, present and voting on the Plan.

     (b)  There shall be no time limit on the duration of the Plan.  The Board
(or where specified herein, the Compensation Committee) may, at any time,
amend or terminate the Plan without the consent of the Participants or
Beneficiaries, provided, however, that no amendment or termination may reduce
any Account balance accrued on behalf of a Participant based on deferrals
already made, or divest any Participant of rights to which he would have been
entitled if the Plan had been terminated immediately prior to the effective
date of such amendment.  This Section shall not, however, restrict the right
of the Board to cause all Accounts to be distributed in the event of Plan
termination. 

     Section 10.06.  Administrative Expenses.  Costs of establishing and
     ----------------------------------------
administering the Plan will be paid by the Participating Employers.

     Section 10.07.  Effect on Other Employee Benefit Plans.  Voluntary
     -------------------------------------------------------
Deferrals, Mandatory Deferrals and Bonus 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.

     Section 10.08.  Successor and Assigns.  This Plan shall be binding
     --------------------------------------
upon and inure to the benefit of the Company and Participating Employers,
their successors and assigns and the Participants and their heirs, executors,
administrators, and legal representatives. 

                                 26

                              -239-

<PAGE>