0000916863-04-000381 Sample Contracts

WPS RESOURCES CORPORATION PERFORMANCE STOCK RIGHT AGREEMENT
Resources Corporation Performance Stock Right Agreement • December 13th, 2004 • Wisconsin Public Service Corp • Electric & other services combined • Wisconsin

THIS AGREEMENT is entered into as of ________________, _____, (the "Grant Date"), by and between WPS RESOURCES CORPORATION (the "Company"), and __________________ ____________________ (the "Participant"). This Agreement sets forth the terms, rights and obligations of the parties with respect to the grant of Performance Stock Rights to the Participant. This agreement shall not become effective until the Participant signs and returns the "Acknowledgement Form" attached hereto.

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WPS RESOURCES CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Resources Corporation Nonqualified Stock Option Agreement • December 13th, 2004 • Wisconsin Public Service Corp • Electric & other services combined • Wisconsin

THIS AGREEMENT is entered into on ____________, _____ (the "Grant Date"), by and between WPS RESOURCES CORPORATION (the "Company"), and __________________ ____________________ (the "Optionee"). This Agreement sets forth the terms, rights and obligations of the parties with respect to the grant of an option to the Optionee. This option shall not become effective until the Optionee signs and returns the "Acknowledgement Form" attached hereto.

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