WPS RESOURCES CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into on December 7, 2005 (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.

The option is granted under, and is subject to, the terms of the WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan (the “Plan”), which are specifically incorporated by reference in this Agreement. Any terms used in this Agreement which are not defined shall have the meaning set forth in the Plan.

The parties to this Agreement covenant and agree as follows:

1.    Grant of Option . Subject to the terms of this Agreement, the Company grants to the Optionee the right and option (the “Option”) to purchase ______ shares of Common Stock of the Company, par value $1.00 (the “Optioned Shares”) from the Company, at an option price per share equal to $54.85 (the closing sales price of a share of Common Stock of the Company as reported on the New York Stock Exchange Composite Transaction reporting system on December 7, 2005).

In the event of certain corporate transactions described in Section 12 of the Plan, the number of Optioned Shares and the per share option price may be adjusted by the Compensation and Nominating Committee of the Board of Directors of the Company (the “Committee”). The Committee’s determination as to any adjustment shall be final.

2.    Vesting of Option . The Optioned Shares will vest in accordance with the following schedule:

provided, however, that , in the event of the Optionee’s termination of employment from the Company and its Affiliates for any reason other than retirement on or after age fifty-five, death or disability (as defined in the Company’s long-term disability plan), any Optioned Shares not vested as of the date of such termination will be cancelled.

Notwithstanding the vesting schedule described above, the Committee may extend the date(s) of vesting to a later date to take into account any period of the Optionee’s leave of absence, unless prohibited by law.

3.    Exercise of Option . The Option, to the extent vested in accordance with Paragraph 2, may be exercised during the period beginning December 7, 2006, and ending:

During the life of the Optionee, this Option may be exercised only by the Optionee (or if the Optionee is incapacitated, by the Optionee’s legal representative). If the Optionee dies before exercising all of the vested Option, the executor of the Optionee’s estate (or by such person as the executor of the estate certifies as inheriting the Option as a result of the operation of the Optionee’s last will and testament or as a result of the laws of interstate succession) may exercise all or any portion of the vested Option that has not been exercised, during the exercise periods described above.

4.    Change in Control . Upon the occurrence of a Change of Control (as defined in the Plan), the Option, to the extent then outstanding and unexercised, will become fully vested (if not previously vested) but shall otherwise be subject to the terms of the Plan with respect to such Change in Control.

5.    Manner of Exercise and Payment . In order to exercise this Option, the Optionee (or such other person entitled to exercise the Option as provided in Paragraph 3) must provide a written notice to the Company stating that the Optionee would like to exercise all or a portion of the Option and specifying the number of vested Optioned Shares which are being purchased. The exercise notice must be delivered (in person or by mail) to the Secretary of the Company.

The written notice must be, in the case of clauses (a), (b) and (c) below, accompanied by payment equal to the number of Optioned Shares being purchased multiplied by the option price