WPS RESOURCES CORPORATION UNDERWRITING AGREEMENT December 11, 2001Underwriting Agreement • December 12th, 2001 • WPS Resources Corp • Electric & other services combined • New York
WPS Resources Corporation, a Wisconsin corporation (the "Company") confirms its agreement (the "Agreement") with the underwriters named in Schedule A (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (the "Representatives"), with respect to (a) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the number of shares of common stock, par value $1.00 per share, of the Company (the "Common Stock"), including the related common stock purchase rights (the "Rights") provided for in the Rights Agreement dated December 12, 1996, between the Company and Firstar Trust Company, as rights agent (the "Rights Agreement") (all references herein to the Common Stock shall include the Rights unless the context indicates otherwise) indicated in Schedule A hereto at the public offering price and on the other terms and
