MROCZKOWSKI GERALD L 4

4 · WPS RESOURCES CORP · Filed Jan 16, 2004

Form 4

Period: 2003-12-31

Assistant Vice President

Transactions

Exercise/Conversion
Employee Stock Option (Right to buy)
2004-01-08$45.63/sh−3,415$155,840→ 10,245 total
Exercise: $37.96From: 2003-12-12Exp: 2012-12-12→ Common Stock (3,415 underlying)
Exercise/Conversion
Employee Stock Option (Right to buy)
2004-01-08$45.63/sh−3,051$139,230→ 1,017 total
Exercise: $34.75From: 2001-12-14Exp: 2010-12-14→ Common Stock (3,051 underlying)
Sale
Common Stock
2004-01-08$45.63/sh−3,051$139,230→ 0 total
Sale
Common Stock
2004-01-08$45.63/sh−6,682$304,927→ 3,051 total
Other
Common Stock
2003-12-31+478.098→ 4,830.165 total(indirect: By ESOP)
Exercise/Conversion
Common Stock
2004-01-08$37.96/sh+3,415$129,633→ 13,148 total
Sale
Common Stock
2004-01-08$45.63/sh−3,415$155,840→ 9,733 total
Exercise/Conversion
Common Stock
2004-01-08$34.09/sh+6,682$227,789→ 9,733 total
Exercise/Conversion
Common Stock
2004-01-08$34.75/sh+3,051$106,022→ 3,051 total
Exercise/Conversion
Employee Stock Option (Right to buy)
2004-01-08$45.63/sh−6,682$304,927→ 6,682 total
Exercise: $34.09From: 2002-12-13Exp: 2011-12-13→ Common Stock (6,682 underlying)

Holdings

Performance Rights
Exercise: $0.00From: 2006-01-01Exp: 2006-06-30→ Common Stock (1,789 underlying)
1,789
Phantom Stock Unit
Exercise: $0.00→ Common Stock (3,229.872 underlying)
3,229.872
Performance Rights
Exercise: $0.00From: 2004-01-01Exp: 2004-06-30→ Common Stock (636 underlying)
636
Common Stock
(indirect: By Stock Investment Plan)
98.691
Performance Rights
Exercise: $0.00From: 2005-01-01Exp: 2005-06-30→ Common Stock (1,964 underlying)
1,964

Footnotes (7)

[F1]Reflects shares allocated by the company's Employee Stock Owership Plan and Trust program.
[F2]The option vests in four equal annual installments beginning on December 14, 2001.
[F3]The option vests in four equal annual installments beginning on December 13, 2002.
[F4]The option vests in four equal annual installments beginning on December 12, 2003.
[F6]Performance shares vest and are issued three years after the performance shares are awarded and the final number of shares issued is determined based on company performance against an established industry benchmark.
[F7]These phantom stock units convert to common stock on a one-for-one basis.
[F8]Unless the participant has selected a later commencement date, distribution of stock and equivalents will commence within 60 days following the end of the calendar year in which occurs the participant's retirement or termination of service.

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