Exhibit 10.10
WPS RESOURCES
CORPORATION
DEFERRED
COMPENSATION PLAN
As Amended and Restated
Effective January 1, 2004
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WPS RESOURCES
CORPORATION
DEFERRED
COMPENSATION PLAN
The WPS Resources Corporation Deferred
Compensation Plan (the "Plan") has been adopted to promote the best
interests of WPS Resources Corporation (the "Company") and the
stockholders of the Company by attracting and retaining key
management employees and non-employee directors 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. The Plan is amended and restated effective January 1,
2004 as set forth herein to reflect the merger of the WPS Resources
Corporation Non-Employee Director Deferred Compensation and
Deferred Stock Unit Plan with and into this Plan.
Except as expressly provided herein, the
Plan, as herein amended and restated effective January 1, 2004,
applies to (i) those employees who are actively employed by the
Company or a Participating Employer on January 1, 2004, and who
have been designated for participation by the Committee, and (ii)
non-employee directors of the Company and designated subsidiaries
and affiliates. Except as expressly provided herein, distribution
of benefits to an employee who retired from or terminated
employment with the Company prior to January 1, 2004, or a director
who terminated from service with the Company prior to January 1,
2004, shall be governed by the terms of the Plan (or predecessor
plan) as in effect on the date of the employee's or director's
retirement or termination of employment or service.
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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: The record keeping account or accounts
maintained to record the interest of each Participant under the
Plan. An Account is established for record keeping purposes only
and not to reflect the physical segregation of assets on the
Participant's behalf, and may consist of such subaccounts or
balances as the Committee may determine to be necessary or
appropriate.
(b) Act: The Securities Act of 1933, as interpreted by
regulations and rules issued pursuant thereto, all as amended and
in effect from time to time. Any reference to a specific provision
of the Act shall be deemed to include reference to any successor
provision thereto.
(c) Annual Bonus Deferral: See Section 1.01(l)(iii).
(d) Available Investment Option: See Section 6.01(a).
(e) Base Compensation: The base salary or wage payable by a
Participating Employer to an Eligible Employee for services
performed prior to reduction for contributions by the Eligible
Employee to this Plan or pre-tax or after-tax contributions by the
Eligible Employee to any other employee benefit plan maintained by
a Participating Employer, but exclusive of extraordinary payments
such as overtime, bonuses, meal allowances, reimbursed expenses,
termination pay, moving pay, commuting expenses, severance pay,
non-elective deferred compensation payments or accruals, stock
options, the value of employer-provided fringe benefits or
coverage, all as determined in accordance with such uniform rules,
regulations or standards as may be prescribed by the Committee.
(f) Base Compensation Deferral: See Section 1.01(l)(i).
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(g) Beneficiary: The person or entity designated by a
Participant to be his beneficiary for purposes of this Plan. If a
Participant designates his spouse as a beneficiary, such
beneficiary designation automatically shall become null and void on
the date of the Participant's divorce or legal separation from such
spouse. If a valid designation of Beneficiary is not in effect at
time of the Participant's death, 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
Committee, and in such form as the Committee may prescribe for this
purpose.
(h) Board: The Board of Directors of the Company.
(i) Code: 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. Any reference to a specific
provision of the Code shall be deemed to include reference to any
successor provision thereto.
(j) Committee: The Compensation Committee of the Board.
(k) Company: WPS Resources Corporation, or any successor
corporation.
(l) Deferral: An amount credited, in accordance with a
Participant's election, to the Participant's Account under the Plan
in lieu of the current payment of an equal amount of cash
compensation to the Participant. Deferrals made after June 30, 2001
include the following:
(i) Base
Compensation Deferral: A Deferral of all or a portion of an
Eligible Employee's Base Compensation in accordance with Section
3.02.
(ii) Director
Deferral. A Deferral by a Director of all or a portion of his or
her Director Fees in accordance with Section 4.02.
(iii) Annual Bonus
Deferral: A Deferral of all or a portion of a Participant's annual
bonus award in accordance with Section 3.03.
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(iv) LTIP Deferral:
A Deferral of all or a portion of a Participant's performance share
award under the WPS Resources Corporation 2001 Omnibus Incentive
Compensation Plan, or any successor plan, in accordance with
Section 3.04.
(m) Director. A non-employee member of the Board, a
non-employee member of the board of directors of a subsidiary or
affiliate of the Company who is designated for participation by the
Board, and where the context so requires, a former director
entitled to receive a benefit hereunder
(n) Director Deferral. See Section 1.01(l)(ii).
(o) Director Fees. Those fees, other than fees designated
for the Deferred Stock Unit Account, payable to a Director for
services rendered on the Board (including attendance fees and fees
for serving as a committee chair) or for service on the board of
directors of a subsidiary or affiliate of the Company.
(p) Eligible Employee. Subject to Section 2.02, a common law
employee of a Participating Employer who has been designated by the
Committee as being eligible to participate in this Plan and, where
the context so requires, a former employee entitled to receive a
benefit hereunder.
(q) ERISA: 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. Any
reference to a specific provision of ERISA shall be deemed to
include reference to any successor provision thereto.
(r) Exchange Act: The Securities Exchange Act of 1934, as
interpreted by regulations and rules issued pursuant thereto, all
as amended and in effect from time to time. Any reference to a
specific provision of the Exchange Act shall be deemed to include
reference to any successor provision thereto.
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(s) Investment Options: The hypothetical investment accounts
described in Article V and such other investment options as the
Committee may from time to time determine (which may, but need not,
be based upon one or more of the investment options available under
the Wisconsin Public Service Corporation Administrative Employees
Savings Plan).
(t) LTIP Deferral: See Section 1.01(l)(iv).
(u) Participant: A Director and/or an Eligible Employee, as
required by the context.
(v) Participating Employer: The Company and any direct or
indirect subsidiary of the Company that, with the consent of the
Committee, participates in the Plan for the benefit of one or more
Participants.
(w) Stock Unit Accounts: The Incentive Stock Unit Account
described in Section 5.03, the Deferred Stock Unit Account
described in Section 5.04, the Base Stock Unit Account described in
Section 5.05, and the Prior Plan WPS Stock Unit Account described
in Section 5.06.
(x) Trust: 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.
(y) Valuation Date: See Section 6.01(e).
(z) WPS Resources Stock: The common stock, $1.00 par value,
of the Company.
(aa) WPS Resources Stock Units: The hypothetical shares of
WPS Resources Stock that are credited to the Stock Unit Accounts in
accordance with Sections 5.03, 5.04, 5.05 and 5.06.
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
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articles and sections are for general information only, and the
Plan is not to be construed by reference to such items.
(b) This Plan 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.
PARTICIPATION
Section 2. 01. Eligibility .
(a) A Director shall be eligible to participate in the
Plan.
(b) An employee shall be eligible to participate in the Plan
only if the employee is employed by a Participating Employer and if
the employee has been designated for participation by the
Committee. When designating an employee for participation in the
Plan, the Committee, in its sole discretion, may designate the
employee for participation in the entire Plan or any part
thereof.
Section 2. 02. Certain Transfers of
Employment .
If directed by the Committee, a Participant
whose employment is transferred to a corporation or other entity
(the "Transferee Employer") that is not a Participating Employer,
but in which the Company or an affiliate of the Company holds an
ownership interest, then until the earliest to occur of (a) the
date on which the Participant ceases to be employed by such
Transferee Employer, (b) the date on which the Company or an
affiliate of the Company no longer holds an ownership interest in
the Transferee Employer, or (c) such other date determined by the
Committee, the Participant shall be treated as if he or she were
still actively employed by a Participating Employer. The foregoing
rule shall apply only for the purpose of determining whether the
Participant has terminated employment for purposes of the
distribution provisions of Article VII; it shall not apply, and the
Participant shall not be entitled to make additional Deferrals,
with respect to remuneration attributable to services rendered with
the Transferee Employer. The Committee may promulgate such
additional rules as may be necessary or desirable in connection
with any such transfer of employment.
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ARTICLE III. EMPLOYEE DEFERRED
COMPENSATION
Section 3. 01. Application . This Article
III applies to Participants other than Directors.
Section 3. 02. Deferrals Of Base
Compensation .
(a) Initial Deferral Election . A Participant may
elect, in such form and manner as the Committee may prescribe, to
defer payment of a portion of the Base Compensation that would
otherwise be paid to the Participant. A Participant's election
shall specify the percentage (in increments of 1% to a maximum of
75% or such lesser or greater amount or percentage as may be
established by the Committee, or as may be necessary in order to
comply with applicable withholding obligations, whether
attributable to withholdings required under applicable law or other
authorized withholdings) of the Participant's Base Compensation
that the Participant wishes to defer. A validly executed election
shall become effective with respect to Base Compensation earned by
the Participant in the first payroll period that commences on or
after the date on which the Participant's deferral election is
received and accepted by the Committee, or as soon thereafter as
practicable. A Participant's deferral election, once effective,
shall remain in effect until modified by the Participant in
accordance with subsection (b) below or otherwise revoked in
accordance with Plan rules.
(b) Revised Deferral Election . A Participant may
modify his then current deferral election by filing a revised
election form, properly completed and signed, with the Committee. A
validly executed revised election will be effective with respect to
Base Compensation earned by the Participant with the first payroll
period commencing on or after the date on which the Participant's
revised deferral election is received and accepted by the
Committee, or as soon thereafter as practicable. A Participant's
revised deferral election, once effective, shall remain in effect
until again modified by the Participant under this subsection (b)
or otherwise revoked in accordance with Plan rules.
Section 3. 03. Deferrals of Annual Bonus
Awards .
A Participant may irrevocably elect, in such
form and manner as the Committee may prescribe, to defer payment of
a portion of the annual cash bonus that is awarded and that
would
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otherwise be paid to the Participant with respect to any year. A
Participant's election shall specify the percentage (in increments
of 1% to a maximum of 100% or such lesser amount or percentage as
may be established by the Committee, or as may be necessary in
order to comply with applicable withholding obligations, whether
attributable to withholdings required under applicable law or other
authorized withholdings) of the Participant's annual cash bonus
that the Participant wishes to defer. A validly executed election
shall become effective with respect to the annual bonus that may be
awarded to the Participant with respect to a calendar year if the
Participant's deferral election is received and accepted by the
Committee on or before April 1 of that calendar year or within such
other period as the Committee may establish. A Participant's
election to defer an annual bonus award shall be effective only for
the year to which the election relates, and shall not carry over
from year to year. Notwithstanding the foregoing, a Participant's
election to defer all or a portion of a bonus award shall not be
effective with respect to a bonus paid after the Participant's
termination of employment if distribution to the Participant in
accordance with Article VII has commenced.
Section 3. 04. Deferral of LTIP Performance
Share Awards .
A Participant may irrevocably elect, in such
form and manner as the Committee may prescribe, to defer payment of
a portion of any performance shares awarded to the Participant
under the WPS Resources Corporation 2001 Omnibus Incentive
Compensation Plan or any successor plan. A Participant's election
shall specify the whole number of performance shares (up to 100% of
such shares or such lesser number or percentage as may be
established by the Committee, or as may be necessary in order to
comply with applicable withholding obligations, whether
attributable to withholdings required under applicable law or other
authorized withholdings) of the Participant's award that the
Participant wishes to defer. A validly executed election shall
become effective with respect to performance shares to be earned by
the Participant with respect to any performance period under the
WPS Resources Corporation 2001 Omnibus Incentive Compensation Plan
(or any successor plan) if the Participant's deferral election is
received and accepted by the Committee on or before April 1 of the
calendar year in which the performance period begins, or within
such other period as the Committee may establish. A Participant's
election to defer a performance share award shall be effective only
for the performance period to which the election relates, and a
Participant's election does not carry
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over from performance period to performance period. A
Participant's LTIP Deferral will be automatically credited to the
Participant's Incentive Stock Unit Account. Notwithstanding the
foregoing, a Participant's election to defer all or a portion of a
bonus award shall not be effective with respect to a bonus paid
after the Participant's termination of employment if distribution
to the Participant in accordance with Article VII has
commenced.
Section 3. 05. Matching Contribution
Credits .
(a) Allocation of Credits . A Participant who is a
participant in the Wisconsin Public Service Corporation
Administrative Employees' Savings Plan ("Savings Plan") and who
makes Base Compensation Deferrals and/or Annual Bonus Deferrals
under this Plan shall be entitled to a matching contribution
credit, determined as of December 31 of each year, equal to the
difference (if any) between:
(i) The value of the
matching contribution that the Participant would have received
under the Savings Plan, if Base Compensation Deferrals and Annual
Bonus Deferrals made by the Participant under this Plan were
instead treated as "compensation" under the Savings Plan for
purposes of applying the Participant's deferral election under the
Savings Plan; provided that all limits and restrictions otherwise
imposed under the Savings Plan, including the maximum compensation
limit under Section 401(a)(17) of the Code, shall continue to
apply; and
(ii) The value of
the matching contribution actually received by the Participant for
that year under the Savings Plan.
(b) Investment of Credits . A Participant's matching
contribution credit will be automatically credited to the
Participant's Incentive Stock Unit Account.
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Section 3. 06. Involuntary Termination of
Deferral Elections .
A Participant's deferral elections shall be
automatically revoked upon the Participant's termination of
employment from the Participating Employers, unless the Committee
determines otherwise. In addition, a Participant's deferral
election will terminate if the Committee determines that the
Participant is no longer eligible to participate in the Plan or
that revocation of a Participant's eligibility is necessary or
desirable in order for the Plan to qualify under ERISA as a plan of
deferred compensation for a select group of management or highly
compensated employees.
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ARTICLE IV. DIRECTOR DEFERRED
COMPENSATION
Section 4. 01. Application . This Article
IV applies only to Directors.
Section 4. 02. Deferrals Of Director
Fees.
(a) Initial Deferral Election. A Director may elect,
in such form and manner as the Committee may prescribe, to defer
payment of all or a portion of the Director Fees that would
otherwise be paid to the Director. A Director's election shall
specify the percentage (in increments of 1% to a maximum of 100% or
such lesser amount or percentage as may be established by the
Committee, or as may be necessary in order to comply with
applicable withholding obligations, whether attributable to
withholdings required under applicable law or other authorized
withholdings) of the Director Fees that the Director wishes to
defer. A validly executed election shall become effective with
respect to Director Fees earned by the Director on and after the
date on which the Director's deferral election is received and
accepted by the Committee, or as soon thereafter as practicable. A
Director's deferral election, once effective, shall remain in
effect until modified by the Director in accordance with subsection
(b) below or otherwise revoked in accordance with Plan rules.
(b) Revised Deferral Election. A Director may modify
his then current deferral election by filing a revised election
form, properly completed and signed, with the Committee. A validly
executed revised election will be effective with respect to
Director Fees earned by the Director on and after the date on which
the Director's revised deferral election is received and accepted
by the Committee, or as soon thereafter as practicable. A
Director's revised deferral election, once effective, shall remain
in effect until again modified by the Director in accordance with
this subsection (b) or otherwise revoked in accordance with Plan
rules.
Section 4. 03. Deferred Stock Units.
The Board may from time to time direct that a
portion of the remuneration to be earned by a Director for service
on the Board shall be credited under this Plan in the form of
Deferred Stock Units. Any such direction shall be effective with
respect to remuneration to be earned by the Director on and after
the effective date of such direction, and shall continue in effect
until modified or revoked by a subsequent direction of the Board.
The Board's direction may provide
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either for the direct credit of Deferred Stock Units or for the
mandatory deferral of a prescribed amount of cash remuneration that
will be converted into WPS Stock Units in accordance with Section
5.04(b) below.
Section 4. 04. Involuntary Termination of
Deferral Elections .
A Director's deferral elections shall be
automatically revoked upon the Director's termination of service
with the Participating Employers, unless the Committee determines
otherwise. In addition, a Director's deferral election will
terminate if the Committee determines that the Director is no
longer eligible to participate in the Plan.
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ARTICLE V. HYPOTHETICAL
INVESTMENT OPTIONS
Section 5. 01. Reserve Account A .
(a) Limited Purpose Account . Reserve Account A is
limited to compensation or director fees deferred by a Participant
prior to January 1, 1996, together with attributed earnings on such
deferrals. Except for attributed earnings as described below, no
further deferrals, contributions or credits of any kind will be
made to this account on behalf of a Participant.
(b) Crediting of Interest Equivalent . Reserve
Account A will be credited with an interest equivalent on the
balance in the account from time to time during the year. Unless
the Committee prescribes an alternate method, the annual interest
equivalent rate (on a non-compounded basis) will be the greater
of:
(i) six percent
(6.0%); or
(ii) a rate equal to
the consolidated return on common shareholders' equity of the
Company and all consolidated subsidiaries (ROE); provided, however,
that unless the Committee determines otherwise, this Paragraph (ii)
will not apply to an Eligible Employee following termination of
employment if the Eligible Employee's termination of employment
with the Participating Employers occurs prior to attainment of age
55 and prior to the occurrence of a Change in Control (as defined
in Section 9.01). For the months of April through September, ROE
means the consolidated return on equity of the Company and all
consolidated subsidiaries for the twelve (12) months ended on the
preceding February 28 (or 29) 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
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described above for the twelve (12) months ended on the
preceding August 31.
(c) Revised Rate . Subject to Article IX, the
Committee may revise the interest equivalent rate 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
Committee.
Section 5. 02. Reserve Account B .
(a) Availability . Reserve Account B is an Available
Investment Option with respect to the deemed investment of Base
Compensation Deferrals, Director Deferrals and Annual Bonus
Deferrals. It is credited with earnings equivalent based upon a
percentage of the Company's return on equity for the year. Separate
subaccounts will be maintained for (i) the portion of the
Participant's balance in Reserve Account B that is attributable to
Deferrals through June 30, 2001, together with subsequent credits
of interest equivalent on such Deferrals ("Pre-July 1, 2001 Reserve
Account B"), and (ii) the portion of a Participant's balance in
Reserve Account B that is attributable to Deferrals made after June
30, 2001, and subsequent credits of interest equivalent on such
Deferrals ("Post-June 30, 2001 Deferrals").
(b) Crediting of Interest Equivalent . Reserve
Account B will be credited with an interest equivalent on the
balance in the account from time to time during the year. Unless
the Committee prescribes an alternate method, the annual interest
equivalent rate (on a non-compounded basis) will be the greater
of:
(i) six percent
(6.0%); or
(ii) a rate equal to
seventy percent (70%) of the consolidated return on common
shareholders equity of the Company and all consolidated
subsidiaries (ROE); provided, however, that unless the Committee
determines otherwise, this Paragraph (ii) will not apply to an
Eligible Employee following termination of employment if the
Eligible Employee's termination of employment with the
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Participating Employers occurs prior to attainment of age
55 and prior to the occurrence of a Change in Control (as defined
in Section 9.01). For the months of April through September,
ROE means the consolidated return on equity of the Company and all
consolidated subsidiaries for the twelve (12) months ended on the
preceding February 28 (or 29) 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 August 31.
(c) Revised Rate . Subject to Article IX, the
Committee may revise the interest equivalent rate 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
Committee.
Section 5. 03. Incentive Stock Unit
Account .
(a) Limited Purpose "Buy Only" Account . The
Incentive Stock Unit Account is a "buy only" account limited to (i)
Annual Bonus Deferrals that are made after June 30, 2001 pursuant
to Section 3.03 and that the Eligible Employee elects to be
credited to the Incentive Stock Unit Account in accordance with
Section 6.01(c), (ii) LTIP Deferrals made after June 30, 2001
pursuant to Section 3.04, and (iii) matching contribution credits
made after June 30, 2001 pursuant to Section 3.05.
(b) Conversion to WPS Stock Units . All eligible
Deferrals made by or on behalf of a Participant and allocated to
the Incentive Stock Unit Account and all of a Participant's
matching contribution credits under Section 3.05 (the "Incentive
Stock Unit Convertible Amount") are converted, for record keeping
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 Incentive
Stock Unit Convertible Amount by the closing price of a share of
WPS Resources Stock on the date on which the Deferral or credit
would otherwise have
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been paid to the Participant, as reported in the Wall Street
Journal's New York Stock Exchange Composite Transaction listing.
Likewise, any dividends that would have been payable on the WPS
Resources Stock Units credited to a Participant's Incentive Stock
Unit Account had such Units been actual shares of WPS Resources
Stock shall be converted, for record keeping purposes, into whole
and fractional WPS Resources Stock Units based on the closing price
of a share of WPS Resources Stock on the dividend date.
Section 5. 04. Deferred Stock Unit
Account.
(a) Limited Purpose "Buy Only" Account . A Director's
Deferred Stock Unit Account is a "buy only" account limited to
Deferred Stock Units allocated to the Director in accordance with
Section 3.01 above. The Director is not able to exercise investment
discretion with respect to his Deferred Stock Unit Account.
(b) Conversion to WPS Stock Units . All amounts
directed by the Board in accordance with Section 4.03 above shall
be credited to the Director's Deferred Stock Unit Account. If the
Board directs that a Director be credited with a prescribed number
of WPS Resources Stock Units, the number of units so prescribed
shall be credited to the Director's Deferred Stock Unit Account. If
the Board directs that a Director be credited with WPS Resources
Stock Units with a prescribed value, the value to be credited (the
"Deferred Stock Unit Convertible Amount") will be converted, for
record keeping 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
Director's Deferred Stock Unit Convertible Amount by the closing
price of a share of WPS Resources Stock on the effective date of
the grant, as reported in the Wall Street Journal's New York Stock
Exchange Composite Transactions listing. Any dividends that would
have been payable on the WPS Resources Stock Units credited to a
Director's Deferred Stock Unit Account had such Units been actual
shares of WPS Resources Stock shall be converted, for record
keeping purposes, into whole and fractional WPS Resources Stock
Units based on the purchase price at which shares of WPS Resources
Stock were purchased under the WPS Resources Corporation Stock
Investment Plan on the purchase date that is coincident with or
closest to the dividend date.
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Section 5. 05. Base Stock Unit Account
.
(a) Availability . The Base Stock Unit Account is an
Available Investment Option with respect to the deemed investment
of Base Compensation Deferrals, Director Deferrals and Annual Bonus
Deferrals that are made after June 30, 2001 and that the
Participant elects to have credited to the Base Stock Unit Account
in accordance with Section 6.01(b) and (c).
(b) Conversion to WPS Stock Units . All eligible
Deferrals made by or on behalf of a Participant and allocated to
the Base Stock Unit Account (the "Base Stock Unit Convertible
Amount") are converted, for record keeping 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 Base Stock Unit
Convertible Amount by the closing price of a share of WPS Resources
Stock on the date on which the Deferral would otherwise have been
paid to the Participant, as reported in the Wall Street Journal's
New York Stock Exchange Composite Transaction listing. Likewise,
any dividends that would have been payable on the WPS Resources
Stock Units credited to a Participant's Incentive Stock Unit
Account had such Units been actual shares of WPS Resources Stock
shall be converted, for record keeping purposes, into whole and
fractional WPS Resources Stock Units based on the closing price of
a share of WPS Resources Stock on the dividend date.
(c) Conversion from WPS Stock Units . If a
Participant elects under Section 6.01(f) to reallocate all or any
portion of his Base Stock Unit Account among the other Available
Investment Options, the WPS Resources Stock Units to which such
election relates shall be converted, for record keeping purposes,
into an amount equal to the product of such units and the closing
price of a share of WPS Resources Stock, on the effective date of
such reallocation, as reported in the Wall Street Journal's New
York Stock Exchange Composite Transaction listing.
(d) Securities Law Restrictions . Notwithstanding
anything to the contrary herein, all elections under Section
6.01(f) by a Participant who is subject to Section 16 of the
Exchange Act
