To: WPS Resources Corporation 700 North Adams Street P.O. Box 19001 Green Bay, WI 54307-9001 From: JPMorgan Chase Bank, National Association 125 London Wall London EC2Y 5AJ England From: J.P. Morgan Securities Inc., Solely as Agent tel: (212) 622-5270...WPS Resources Corp • November 17th, 2005 • Electric & other services combined • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
WPS RESOURCES CORPORATION 4,600,000 Shares of Common Stock, $1.00 par value Underwriting AgreementWPS Resources Corp • November 17th, 2005 • Electric & other services combined • New York
WPS Resources Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,900,000 shares of common stock, par value $1.00 per share, of the Company, (the “Common Stock”), and, at the option of the Underwriters, up to an additional 690,000 shares of Common Stock. J.P. Morgan Securities Inc., as agent (in that capacity, the “Forward Seller”) for JPMorgan Chase Bank, National Association, London Branch (the “Forward Purchaser”), at the Company’s request, proposes to sell to the Underwriters an aggregate of 2,700,000 shares of Common Stock in connection with the letter agreement, dated the date hereof, between the Company and the Forward Purchaser, acting through the Forward Seller (the “Forward Agreement”), relating to the forward sale by the Company of a number of shares of Common Stock equal to the number
