QEP RESOURCES, INC. (a Delaware corporation) $650,000,000 5.250% Notes due 2023 UNDERWRITING AGREEMENT Dated: September 5, 2012Underwriting Agreement • September 10th, 2012 • Qep Resources, Inc. • Crude petroleum & natural gas • New York
QEP Resources, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom J.P. Morgan Securities LLC is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $650,000,000 aggregate principal amount of the Company’s 5.250% senior notes due 2023 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 1, 2012 (the “Indenture”) between the Company and Wells Fargo Bank, National Association,
