DEALER MANAGER AGREEMENT

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Exhibit 1.1

DEALER MANAGER AGREEMENT

         June       2005

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, NY 10010-3629

Ladies and Gentlemen:

1.

The Exchange Offer. AQUILA, INC., a Delaware corporation (the "Company"), proposes to offer additional shares (hereinafter referred to, together with any amendments, supplements or extensions thereof, as the "Exchange Offer") of its common stock, par value $1 per share (the "Additional Securities"), to the holders of its issued and outstanding Premium Income Equity Securities^SM ("PIES^SM") representing $345,000,000 aggregate principal amount of its Mandatorily Convertible Senior Notes (the "Existing Securities") who agree to exercise their early conversion rights on the terms and subject to the conditions set forth in the Exchange Offer Material (as hereinafter defined). The Additional Securities, together with the shares of the Company's common stock, par value $1 per share, to be issued upon the conversion of the Existing Securities pursuant to the Exchange Offer, are referred to herein as the "New Securities."

2.

Appointment as Dealer Manager. The Company hereby appoints you as Dealer Manager (the "Dealer Manager") and authorizes you to act as such in connection with the Exchange Offer. On the basis of the representations, warranties and covenants of the Company contained herein, you agree, in accordance with your customary practice, to perform those services in connection with the Exchange Offer as are customarily performed by investment banks in connection with exchange offers of a like nature, including, but not limited to, using reasonable efforts to solicit tenders of Existing Securities pursuant to the Exchange Offer and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks and trust companies and other holders of Existing Securities. In such capacity, you shall act as an independent contractor, and each of your duties arising out of your engagement pursuant to this Agreement shall be owed solely to the Company.

The Company further authorizes you to communicate with The Depository Trust Company, in its capacity as depositary (the "Depositary"), with Union Bank of California, N.A., in its capacity as exchange agent (the "Exchange Agent") and with The Altman Group, Inc., in its capacity as information agent (the "Information Agent"), with respect to matters relating to the Exchange Offer. The Company has instructed the Depositary to advise you at least daily as to the number of Existing Securities which have been tendered pursuant to the Exchange Offer and as to such other matters in connection with the Exchange Offer as you may request.

3.

No Liability for Acts of Brokers, Dealers, Banks and Trust Companies. Neither you nor any of your affiliates shall have any liability to the Company or any other person for any losses, claims, damages, liabilities and expenses (each, a "Loss" and collectively, the "Losses") arising from any act or omission on the part of any broker or dealer in securities (a "Dealer"), bank or trust company, or any other person, and neither you nor any of your affiliates shall be liable for any Losses arising from your own acts or omissions in performing your obligations as Dealer Manager hereunder, except for any such Losses which are finally judicially determined to have resulted primarily from your bad faith or gross negligence. In soliciting or obtaining tenders, no Dealer, bank or trust company is to be deemed to be acting as your agent or the agent of the Company or any of its affiliates, and you, as Dealer Manager, are not to be deemed the agent of any Dealer, bank or trust company or the agent or fiduciary of the Company or any of its affiliates, security holders, creditors or of any other person solely because of your role as Dealer Manager. In soliciting or obtaining tenders, you shall not be and shall not be deemed for any purpose to act as

a partner or joint venturer of or a member of a syndicate or group with the Company or any of its affiliates in connection with the Exchange Offer, any acceptance of the Existing Securities, or otherwise, and neither the Company nor any of its affiliates shall be deemed to act as your agent. The Company shall have sole authority for the acceptance or rejection of any and all tenders.

4.

The Exchange Offer Material and Withdrawal Rights. The Company agrees to furnish you, at its expense, with as many copies as you may request of (i) each of the documents that is filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Exchange Act"), with respect to the Exchange Offer, including each registration statement, preliminary and final prospectus filed with the Commission in connection with the Exchange Offer, (ii) any other documents or materials that are distributed or otherwise made available to the public or holders of the Existing Securities by the Company pertaining to the Exchange Offer during the term of this Agreement, and (iii) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (collectively, and together with each document incorporated by reference into any of the foregoing, the "Exchange Offer Material"). The Exchange Offer Material has been or will be prepared and approved by, and is the sole responsibility of, the Company. At the commencement of the Exchange Offer, the Company shall cause timely to be delivered, to each registered holder of any Existing Securities legally or contractually entitled thereto, the Exchange Offer Material and any other offering materials prepared expressly for use by holders of Existing Securities tendering in the Exchange Offer, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offer, the Company shall use its reasonable best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any applicable Existing Securities.

The Company acknowledges and agrees that you may (i) use the Exchange Offer Material as specified herein without assuming any responsibility for independent investigation or verification on your part, and (ii) rely on the accuracy and adequacy of any information delivered to you by or on behalf of the Company without assuming any responsibility for independent verification of such information or without performing or receiving any appraisal or evaluation of the Company's assets or liabilities.

You hereby agree, as Dealer Manager, that you will not disseminate any written material for or in connection with the solicitation of tenders of Existing Securities pursuant to the Exchange Offer other than the Exchange Offer Material.

The Company agrees that no Exchange Offer Material will be used, or permitted by the Company to be used, in connection with the Exchange Offer or the transactions contemplated thereby or filed with the Commission or any other federal, state, local or foreign governmental or regulatory authority or any court (each, an "Agency" and collectively, the "Agencies") with respect to the Exchange Offer or the transactions contemplated thereby without first obtaining your prior approval (which approval shall not be unreasonably withheld or delayed); provided that no such approval shall be required prior to filing any Exchange Offer Material with any state public service commission and the Company shall only be required to provide copies of such filings to you. If the Company shall have breached, in any material respect, any of its representations, warranties, agreements (including without limitation the first sentence of this paragraph) or covenants herein, or any condition set forth in Section 10 hereof shall have failed to have been satisfied, then you shall be entitled to withdraw as Dealer Manager in connection with the Exchange Offer without any liability or penalty to you or any Indemnified Person (as hereinafter defined) for such withdrawal, and without loss of any right to the indemnification provided in Section 11 hereof, the

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payment of all fees and expenses payable under this Agreement which would otherwise be due to you, or the benefit of any other provisions surviving such withdrawal pursuant to Section 14 hereof. If you withdraw as Dealer Manager, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date and any fees that would have otherwise become due to you pursuant to Section 5 hereof upon the consummation of the Exchange Offer had you not withdrawn shall be payable to you upon consummation of the Exchange Offer if such consummation occurs.

5.

Compensation. The Company agrees to pay you, as compensation for your services as Dealer Manager in connection with the Exchange Offer, the fees set forth in Schedule I hereto. The fees shall be payable in immediately available funds upon the consummation of the Exchange Offer.

6.

Expenses of Dealer Manager and Others. In addition to your compensation for your services hereunder pursuant to Section 5 hereof, the Company agrees to pay directly to the appropriate third parties, or reimburse you, as the case may be, for (a) all fees and expenses relating to the preparation, printing, filing, mailing and publishing of all Exchange Offer Material, (b) all fees and expenses of the Depositary, the Exchange Agent, or the Information Agent or other persons (other than your legal counsel) rendering services in connection with the Exchange Offer, (c) all advertising charges in connection with the Exchange Offer or the transactions contemplated thereby, including those of any public relations firm or other person or entity rendering services in connection therewith, (d) all fees, if any, payable to Dealers (including you), and banks and trust companies as reimbursement for their customary mailing and handling expenses incurred in forwarding the Exchange Offer Material to their customers, (e) all fees and expenses incurred in connection with the listing on the New York Stock Exchange of the New Securities, and (f) all other fees and expenses incurred by you in connection with the Exchange Offer or the transactions contemplated thereby or otherwise in connection with the performance of your services hereunder (including fees and disbursements of your legal counsel); provided, that in no event will the Company be obligated to pay or, if applicable, reimburse you, for more than $250,000 of the fees and disbursements of your legal counsel relating to the Exchange Offer. All payments to be made by the Company pursuant to this Section 6 shall be made promptly against delivery to the Company of statements therefor. The Company shall be liable for the foregoing payments whether or not the Exchange Offer or the transactions contemplated thereby are commenced, withdrawn, terminated or cancelled prior to the acceptance of any Existing Securities or whether the Company or any of its subsidiaries or affiliates acquires any Existing Securities pursuant to the Exchange Offer or whether you withdraw pursuant to Section 4 hereof.

7.

Securityholder Lists. The Company will cause you to be provided with cards or lists or other records in such form as you may reasonably request showing the names and addresses of, and the number of Existing Securities held by, the holders of Existing Securities as of a recent date and will cause you to be advised from day to day during the period of the Exchange Offer as to any transfers of record of Existing Securities.

8.

Additional Obligations of the Company. a) The Company will furnish to you, without charge, one signed copy of the registration statement relating to the Exchange Offer (the "Registration Statement") and any post-effective amendments thereto, including all of the documents incorporated by reference therein and all financial statements and schedules, to the extent such documents incorporated by reference are not available on the Commission's EDGAR system.

b)

The Company will use its reasonable best efforts to cause the Registration Statement and any post-effective amendments thereto to become effective as promptly as practicable. The Company will prepare and file, as required, any and all necessary amendments or supplements to any of the Exchange Offer Material, will promptly furnish to you true and complete copies of each such amendment and supplement within a reasonable period of time prior to the filing

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thereof and will use its reasonable best efforts to cause the same to become effective as promptly as practicable.

c)

The Company shall advise you promptly of (i) the time when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii) the occurrence of any event which could cause the Company to withdraw, rescind, terminate or modify the Exchange Offer or would permit the Company to exercise any right not to accept Existing Securities tendered under the Exchange Offer or otherwise not consummate the Exchange Offer, (iii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which it believes would require the making of any change in any of the Exchange Offer Material then being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, (iv) any proposal or requirement to make, amend or supplement any filing required by the Securities Act, the Exchange Act or "blue sky" or other state securities laws in connection with the Exchange Offer or to make any filing in connection with the Exchange Offer pursuant to any other applicable law, rule or regulation, (v) the issuance by any Agency of any comment or order or the taking of any other action concerning the Exchange Offer (and, if in writing, will furnish you with a copy thereof), (vi) any material developments in connection with the Exchange Offer, including, without limitation, the commencement of any lawsuit concerning the Exchange Offer and (vii) any other information relating to the Exchange Offer, the Exchange Offer Material or this Agreement which you may from time to time reasonably request. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or any state securities commission or other regulatory authority shall issue an order suspending the qualification of the New Securities under state securities or "blue sky" laws, the Company shall make every reasonable effort to obtain the withdrawal of such order at the earliest practicable time.

d)

Prior to the issuance of the New Securities, the Company shall obtain the registration or qualification thereof under the securities or "blue sky" laws of such jurisdictions as may be required for the consummation of the Exchange Offer.

e)

During the period of three years hereafter, the Company will deliver to you, promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by the Company to its security holders, and of all current, regular and periodic reports filed by the Company or any of its subsidiaries with the Commission or any governmental authority succeeding to any of the Commission's functions, to the extent such documents are not available on the Commission's EDGAR system.

f)

Prior to the consummation of the Exchange Offer, the Company shall furnish to you, as soon as they have been prepared by the Company, a copy of any consolidated financial statements of the Company and its consolidated subsidiaries for any period subsequent to the period covered by the financial statements appearing in the Registration Statement and the prospectus included in the Registration Statement at the time it became effective (the "Prospectus," which term shall also be defined to include any prospectus filed with the Commission pursuant to Rule 424 under the Securities Act).

g)

The Company will fully comply in a timely manner with the applicable provisions of Rule 424 under the Securities Act.

h)

The Company agrees to make generally available to its security holders an earnings statement, which need not be audited, that will satisfy the provisions of Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement as soon as practicable after the end of such period.

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i)

Nothing in this Section 8 shall require the Company to extend the term of the Exchange Offer beyond the initial expiration date.

9.

Additional Representations, Warranties and Covenants of the Company. The Company represents and warrants to you that:

a)

Each of the Company and each of its subsidiaries that is significant to the Company as determined by reference to item 1-02 of Regulation S-X under the Act (the "Significant Subsidiaries") has been duly organized, is validly existing and is in good standing under the laws of the jurisdiction of its incorporation or organization, with full power and authority to own or lease its properties and conduct its business as described in the Exchange Offer Material, and is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary (except where failure to be so qualified and in good standing could not be reasonably expected to have a material adverse effect on the Company and its subsidiaries taken as a whole). All of the outstanding shares of capital stock of the Company, and all of the outstanding shares of capital stock or membership interests of each Significant Subsidiary, have been duly authorized and validly issued, are fully paid and nonassessable. All of the outstanding shares of capital stock or membership interests of each Significant Subsidiary that are owned directly or indirectly by the Company are owned free and clear of any claim, lien, encumbrance or security interest except as disclosed in the Registration Statement and Prospectus or otherwise disclosed in writing to you.

b)

(i) The Company has full corporate power and authority to take and has duly taken all necessary corporate action to authorize (A) the Exchange Offer, (B) the issuance of New Securities, (C) the exchange by the Company of New Securities for Existing Securities pursuant to the Exchange Offer, (D) the consummation of the other transactions contemplated thereby and (E) the execution, delivery and performance of this Agreement and all related documents, and (ii) this Agreement and all related documents have been duly authorized, executed and delivered on behalf of the Company and conform in all material respects to the descriptions thereof in the Exchange Offer Material, and this Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity.

c)

The Exchange Offer and the Exchange Offer Material comply or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 (the "TIA") and with all applicable rules or regulations of any Agency (other than state securities or "blue sky" laws); and none of the Exchange Offer Material (including, without limitation, any documents incorporated by reference in such Exchange Offer Material) contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or any matter omitted from, the Exchange Offer Material in reliance upon and in conformity with information furnished or confirmed in writing by you to the Company expressly for use therein. The Company acknowledges that the only information furnished by or on behalf of the Dealer Manager is your name at the bottom of the cover page of the Prospectus, your name and address listed in the Prospectus under "Summary—The Premium Offer—Dealer Manager," and your name in the Prospectus in the first sentence under the heading "The Premium Offer—Dealer Manager."

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d)

The Exchange Offer, the issuance of the New Securities, the exchange of New Securities for Existing Securities pursuant to the Exchange Offer, the consummation of the other transactions contemplated by this Agreement, the Exchange Offer or the Exchange Offer Material, and the execution, delivery and performance of this Agreement and all related documents by the Company comply and will comply in all material respects with all applicable requirements of federal, state, local and foreign law, including, without limitation, any applicable regulations of the Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, any Agency is required in connection with the execution, delivery and performance of this Agreement by the Company, the making or consummation by the Company of the Exchange Offer, the issuance of the New Securities, the exchange of New Securities for Existing Securities pursuant to the Exchange Offer or the consummation of the other transactions contemplated by this Agreement, the Exchange Offer or the Exchange Offer Material, other than (i) such as may be required by the Securities Act, the Exchange Act or the Trust Indenture Act, (ii) any such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification as has already been obtained or made, or (iii) where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of the Company to execute, deliver and perform this Agreement or to commence and consummate the Exchange Offer in accordance with its terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the acceptance of the Existing Securities pursuant to the Exchange Offer.

e)

Neither the Company nor any of its subsidiaries is, nor with the giving of notice or lapse of time or both would be, in violation of or in default under, nor will the Exchange Offer, the issuance of the New Securities, the exchange of New Securities for E