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EXHIBIT 10(dd)



REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-1	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $13,290,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT
DATES: March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	
$1,898,571.43 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to The Prudential Insurance Company of
America, or registered assigns, the principal sum of THIRTEEN MILLION TWO
HUNDRED NINETY THOUSAND DOLLARS ($13,290,000), payable on the Principal
Prepayment Dates and in the amounts specified above, and on the Final Maturity
Date specified above in an amount equal to the unpaid balance of the principal
hereof, with interest (computed on the basis of a 360-day year—30-day month)
(a) on the unpaid balance thereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final
Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due
and payable, and (b) on any overdue payment (including any overdue prepayment)
of principal, any overdue payment of Yield Maintenance Amount and any overdue
payment of interest, payable on each Interest Payment Date as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum
from time to time equal to the greater of (i) 2% over the Interest Rate
specified above or (ii) 2% over the rate of interest publicly announced by Bank
of New York from time to time in New York City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.



	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 








2 of 2







 


REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-2	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $1,710,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT DATES: 
March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	
$244,285.71 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to Pruco Life Insurance Company, or
registered assigns, the principal sum of ONE MILLION SEVEN HUNDRED TEN THOUSAND
DOLLARS ($1,710,000), payable on the Principal Prepayment Dates and in the
amounts specified above, and on the Final Maturity Date specified above in an
amount equal to the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year—30-day month) (a) on the unpaid
balance thereof at the Interest Rate per annum specified above, payable on each
Interest Payment Date specified above and on the Final Maturity Date specified
above, commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b)
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of Yield Maintenance Amount and any overdue payment of
interest, payable on each Interest Payment Date as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) 2% over the Interest Rate specified above or
(ii) 2% over the rate of interest publicly announced by Bank of New York from
time to time in New York City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.




	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 







2 of 2







 


REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-3	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $5,200,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT DATES: 
March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	
$742,857.14 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to Security-Connecticut Life Insurance
Company, or registered assigns, the principal sum of FIVE MILLION TWO HUNDRED
THOUSAND DOLLARS ($5,200,000), payable on the Principal Prepayment Dates and in
the amounts specified above, and on the Final Maturity Date specified above in
an amount equal to the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year—30-day month) (a) on the unpaid
balance thereof at the Interest Rate per annum specified above, payable on each
Interest Payment Date specified above and on the Final Maturity Date specified
above, commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b)
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of Yield Maintenance Amount and any overdue payment of
interest, payable on each Interest Payment Date as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) 2% over the Interest Rate specified above or
(ii) 2% over the rate of interest publicly announced by Bank of New York from
time to time in New York City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.




	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 








2 of 2







 


REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-4	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $3,300,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT DATES: 
March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	
$471,428.57 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to United of Omaha Life Insurance Company, or
registered assigns, the principal sum of THREE MILLION THREE HUNDRED THOUSAND
DOLLARS ($3,300,000), payable on the Principal Prepayment Dates and in the
amounts specified above, and on the Final Maturity Date specified above in an
amount equal to the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year—30-day month) (a) on the unpaid
balance thereof at the Interest Rate per annum specified above, payable on each
Interest Payment Date specified above and on the Final Maturity Date specified
above, commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b)
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of Yield Maintenance Amount and any overdue payment of
interest, payable on each Interest Payment Date as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) 2% over the Interest Rate specified above or
(ii) 2% over the rate of interest publicly announced by Bank of New York from
time to time in New York City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.



	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 







2 of 2







 


REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-5	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $3,250,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT DATES:
    March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	 	
$464,285.71 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to Hare & Co., or registered assigns, the
principal sum of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000),
payable on the Principal Prepayment Dates and in the amounts specified above,
and on the Final Maturity Date specified above in an amount equal to the unpaid
balance of the principal hereof, with interest (computed on the basis of a
360-day year—30-day month) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the
Interest Payment Date next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of Yield
Maintenance Amount and any overdue payment of interest, payable on each
Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of
interest publicly announced by Bank of New York from time to time in New York
City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.



	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 








2 of 2







 


REGIS CORPORATION



SENIOR SERIES J NOTE




	 	 	 
	No. 2003 — J-6	 	
PPN 758932 E@ 2





ORIGINAL PRINCIPAL AMOUNT: $3,250,000

ORIGINAL ISSUE DATE: June 9, 2003

INTEREST RATE: 4.69% per annum



	 	 	 
	INTEREST PAYMENT
DATES:    March 9, June 9, September 9 and December 9 of each year





FINAL MATURITY DATE: June 7, 2013



	 	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	 	
$464,285.71 due on
June 9, 2007, June 9, 2008,
June 9, 2009, June 9, 2010,
June 9, 2011 and June 9, 2012





      FOR VALUE RECEIVED, the undersigned, Regis Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of
Minnesota, hereby promises to pay to Hare & Co., or registered assigns, the
principal sum of THREE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($3,250,000),
payable on the Principal Prepayment Dates and in the amounts specified above,
and on the Final Maturity Date specified above in an amount equal to the unpaid
balance of the principal hereof, with interest (computed on the basis of a
360-day year—30-day month) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the
Interest Payment Date next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of Yield
Maintenance Amount and any overdue payment of interest, payable on each
Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the greater
of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of
interest publicly announced by Bank of New York from time to time in New York
City as its Prime Rate.


      Payments of principal, Yield Maintenance Amount, if any, and interest are
to be made at the main office of Bank of New York in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.


1 of 2







 


      This Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the Amended and Restated Private Shelf Agreement, dated as
of October 3, 2000, as amended by letter amendment dated as of May 9, 2002 and
Letter Amendment No. 2 to Amended and Restated Private Shelf Agreement dated as
of February 28, 2003 (as amended, herein called the “Agreement”), between the
Company, on the one hand, Prudential Investment Management, Inc. and The
Prudential Insurance Company of America and each Prudential Affiliate (as
defined in the Agreement) which becomes party thereto, on the other hand, and
is entitled to the benefits thereof.


      This Note is subject to optional prepayment, in whole or from time to time
in part, on the terms specified in the Agreement.


      This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or such holder’s attorney duly authorized in writing,
a new Note for the then outstanding principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.


      In case an Event of Default shall occur and be continuing, the principal
of this Note may be declared or otherwise become due and payable in the manner
and with the effect provided in the Agreement.


      Capitalized terms used and not otherwise defined herein shall have the
meanings (if any) provided in the Agreement.


      This Note is intended to be performed in the State of Illinois and shall
be construed and enforced in accordance with the laws and decisions of such
State.



	 	 	 
	
REGIS CORPORATION
	 
	By:	 	
 



	 
	Title:	 	
 









2 of 2









 



PURCHASER SCHEDULE



4.69% Senior Notes, Series J, due June 7, 2013




	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	 	Denomination(s)
	 	 	
	 	

	THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA	 	$	13,290,000	 	 	$	13,290,000	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	Account No.: 890-0304-391

The Bank of New York

New York, NY

(ABA No.: 021-000-018)





	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, Security No.
!INV 8444!, PPN 758932 E@ 2”, and the due date and
application (as among principal, interest and
Yield-Maintenance Amount) of the payment being
made.




	(2)
	 	Address for all notices relating to payments:




	 
	 	The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077





	 
	 	Attention: Manager





	(3)
	 	Address for all other communications and notices:




	 
	 	The Prudential Insurance Company of America

c/o Prudential Capital Group

Two Prudential Plaza

180 N. Stetson Ave., Suite 5600

Chicago, IL 60601





	 
	 	Attention: Managing Director




	(4)
	 	Recipient of telephonic prepayment notices:




	 
	 	Manager, Trade Management Group




	 
	 	Telephone: (973) 367-3141

Facsimile: (800) 224-2278




	(5)
	 	Tax Identification No.: 22-1211670




	(6)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring






-1-







 





	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	Denomination(s)
	 	 	
	

	PRUCO LIFE INSURANCE COMPANY
	 	$	1,710,000	 	 	$	1,710,000	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	Account No.: 890-0304-421

The Bank of New York

New York, NY

(ABA No.: 021-000-018)




	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, Security No.
!INV 8444!, PPN 758932 E@ 2”, and the due date and
application (as among principal, interest and
Yield-Maintenance Amount) of the payment being
made.




	(2)
	 	Address for all notices relating to payments:




	 
	 	Pruco Life Insurance Company

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077




	 
	 	Attention: Manager




	(3)
	 	Address for all other communications and notices:




	 
	 	Pruco Life Insurance Company

c/o Prudential Capital Group

Two Prudential Plaza

180 N. Stetson Ave., Suite 5600

Chicago, IL 60601




	 
	 	Attention: Managing Director




	(4)
	 	Recipient of telephonic prepayment notices:




	 
	 	Manager, Trade Management Group

 

Telephone: (973) 367-3141

Facsimile: (800) 224-2278




	(5)
	 	Tax Identification No.: 22-1944557




	(6)
	 	Authorized Officers:

 

Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring





-2-







 





	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	 	Denomination(s)
	 	 	
	 	

	SECURITY-CONNECTICUT LIFE INSURANCE COMPANY
	 	$	5,200,000	 	 	$	5,200,000	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	The Bank of New York

ABA No.: 021-000-018

BNF: IOC566

Reference: Security-Connecticut Life Ins Co,
Account No. 187037




	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, PPN 758932 E@
2”, and the due date and application (as among
principal, interest and Yield-Maintenance Amount)
of the payment being made.




	(2)
	 	Address for all notices relating to payments:




	 
	 	ING Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, GA 30327-4943




	 
	 	Attention: Securities Accounting




	 
	 	Facsimile: (770) 690-5057




	(3)
	 	Address for all other communications and notices:




	 
	 	Prudential Private Placement Investors, L.P.

4 Gateway Center, 100 Mulberry Street

Newark, NJ 07102




	 
	 	Attention: Albert Trank, Managing Director




	 
	 	Telephone: (973) 802-8608

Facsimile: (973) 624-6432




	(4)
	 	Recipient of telephonic prepayment notices:




	 
	 	Manager, Trade Management Group




	 
	 	Telephone: (973) 802-8107

Facsimile: (800) 224-2278




	(5)
	 	Tax Identification No.: 35-1468921




	(6)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring

-3-







 







	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	 	Denomination(s)
	 	 	
	 	

	UNITED OF OMAHA LIFE INSURANCE COMPANY
	 	$	3,300,000	 	 	$	3,300,000	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	JPMorgan Chase Bank

ABA No. 021-000-021

Private Income Processing





	 
	 	For credit to:

United of Omaha Life Insurance Company

Account No. 900-9000200

a/c: G09588




	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, PPN 758932 E@
2”, and the due date and application (as among
principal, interest and Yield-Maintenance Amount)
of the payment being made.




	(2)
	 	Address for all notices relating to payments:




	 
	 	JPMorgan Chase Bank

14201 Dallas Parkway — 13th Floor

Dallas, TX 75254-2917




	 
	 	Attn: Income Processing — G. Ruiz

a/c: G09588




	(3)
	 	Address for all other communications and notices:




	 
	 	Prudential Private Placement Investors, L.P.

4 Gateway Center, 100 Mulberry Street

Newark, NJ 07102




	 
	 	Attention: Albert Trank, Managing Director




	 
	 	Telephone: (973) 802-8608

Facsimile: (973) 624-6432




	(5)
	 	Tax Identification No.: 47-0322111




	(6)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring





-4-







 





	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	 	Denomination(s)
	 	 	
	 	

	RGA REINSURANCE COMPANY
	 	$	3,250,000	 	 	$	3,250,000	 
	 
	 	 	 	 	 	 	 	 
	Notes/Certificates to be registered in the name of:
	 	 	 	 	 	 	 	 
	Hare & Co.
	 	 	 	 	 	 	 	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	Bank of New York

ABA No.: 021-000-018

Account No.: 128863

RGA Private Placement Account




	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, PPN 758932 E@
2” and the due date and application (as among
principal, interest and Yield-Maintenance Amount)
of the payment being made.




	(2)
	 	All notices of payments and written confirmations
of such wire transfers:




	 
	 	RGA Reinsurance Company

Attn: Banking Dept.

1370 Timberlake Manor Parkway

Chesterfield, MO 63017-6039




	(3)
	 	Address for all other communications and notices:




	 
	 	Prudential Private Placement Investors, L.P.

4 Gateway Center, 100 Mulberry Street

Newark, NJ 07102




	 
	 	Attention: Albert Trank, Managing Director




	 
	 	Telephone: (973) 802-8608

Facsimile: (973) 624-6432




	(4)
	 	Tax Identification No.: 43-1235868




	(5)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring





-5-







 





	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Principal	 	 
	 	 	Amount of Notes	 	Note
	 	 	to be Purchased	 	Denomination(s)
	 	 	
	 	

	KEMPER INVESTORS LIFE INSURANCE COMPANY
	 	$	3,250,000	 	 	$	3,250,000	 
	 
	 	 	 	 	 	 	 	 
	Notes/Certificates to be registered in the name of:
	 	 	 	 	 	 	 	 
	Hare & Co.
	 	 	 	 	 	 	 	 





	(1)
	 	All payments on account of Notes held by such
purchaser shall be made by wire transfer of
immediately available funds for credit to:




	 
	 	Bank of New York

ABA No.: 021-000-018

Kemper Investors Life Insurance Company

Account # 195279




	 
	 	Each such wire transfer shall set forth the name
of the Company, a reference to “4.69% Senior
Notes, Series J, due June 7, 2013, PPN 758932 E@
2” and the due date and application (as among
principal, interest and Yield-Maintenance Amount)
of the payment being made.




	(2)
	 	All notices of payments and written confirmations
of such wire transfers:




	 
	 	Kemper Investors Life Insurance Company

1600 McConnor Parkway

Schaumburg, Illinois 60196-6801





	 
	 	Attention: Dave Shroba, Manager

Telephone: (847) 874-7444

Facsimile: (847) 874-5643




	(3)
	 	Address for all other communications and notices:




	 
	 	Prudential Private Placement Investors, L.P.

4 Gateway Center, 100 Mulberry Street

Newark, NJ 07102




	 
	 	Attention: Albert Trank, Managing Director




	 
	 	Telephone: (973) 802-8608

Facsimile: (973) 624-6432




	(4)
	 	Tax Identification No.: 36-3050975




	(5)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring






-6-







 




	 
	 	PRUDENTIAL INVESTMENT MANAGEMENT, INC.




	(1)
	 	All payments to Prudential Investment Management,
Inc. shall be made by wire transfer of immediately
available funds for credit to:




	 
	 	Account No.: 890-0496-916




	 
	 	The Bank of New York

New York, NY

(ABA No.: 021-000-018)




	(2)
	 	Address for all notices relating to payments:




	 
	 	Prudential Investment Management, Inc.

c/o The Prudential Insurance Company of America

Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077




	 
	 	Attention: Manager




	(3)
	 	Address for all other communications and notices:




	 
	 	Prudential Investment Management, Inc.

c/o Prudential Capital Group

Two Prudential Plaza

180 N. Stetson Ave., Suite 5600

Chicago, IL 60601




	 
	 	Attention: Managing Director




	(4)
	 	Recipient of telephonic prepayment notices:




	 
	 	Manager, Trade Management Group




	 
	 	Telephone: (973) 367-3141

Facsimile: (800) 224-2278




	(5)
	 	Tax Identification No.: 22-2540245




	(6)
	 	Authorized Officers:






	 
	 	Matthew Douglas

Julia Buthman

William S. Engelking

P. Scott von Fischer

Marie L. Fioramonti

Paul Meiring






-7-