amendment_no-1.htm


    


      EXECUTION
VERSION

      


      AMENDMENT
NO. 1

      TO
MASTER SHELF AGREEMENT

       

      As of
October 1, 2008

       

      Prudential
Investment Management, Inc.

      The
Prudential Insurance Company of America

      Each of
the other Purchasers named on the attached Information
Schedule

      c/o
Prudential Capital Group

      Gateway
Center Four

      100
Mulberry Street

      Newark,
NJ 07102-4069

       

      


       

      Ladies
and Gentlemen:

       

      We refer
to the Master Shelf Agreement, dated as of August 9, 2007 (as amended hereby,
and as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”), among MDU Energy
Capital, LLC, a Delaware limited liability company (the “Company”), Prudential
Investment Management, Inc. (“PIM”), The Prudential
Insurance Company of America (“Prudential”), and the holders of the
Notes issued thereunder (together with Prudential, the “Note Holders”), pursuant to
which the Company has issued its 5.74% Senior Notes, Series A, due October 22,
2012, its 6.17% Senior Notes, Series B, due May 15, 2013, and its 6.12% Senior
Notes, Series C, due August 31, 2017, and will issue its 5.69% Senior Notes,
Series D, due October 1, 2013 (the “Series D Notes”), and its
5.97% Senior Notes, Series E, due October 1, 2015 (the “Series E
Notes”).  Unless otherwise defined in this Amendment No. 1 to
Master Shelf Agreement (this “Amendment”), the terms defined
in the Agreement shall be used herein as therein defined.

       

      The
Company has requested that the Agreement be amended as hereinafter set forth,
and subject to the terms and conditions specified herein, PIM and the Note
Holders parties to this Amendment are willing to agree to the requested
amendments.

       

      1.           Amendment to the
Agreement.  The Agreement is hereby amended as
follows:

       

      (a)           The
cover page of the Agreement is hereby amended by deleting the figure
“$125,000,000” and replacing it with the figure “$175,000,000”.

       

      (b)           Section
1 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:

       

      1           AUTHORIZATION
OF NOTES.

      


      1.1           Authorization of Issue of Initial
Notes, Series C Notes, Series D Notes and Series E
Notes.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (a)           The
Company has authorized the issue of (a) $25,000,000 principal amount of its
5.74% Senior Notes, Series A, dated August 14, 2007, and due
October 22, 2012, substantially in the form of Exhibit 1-A
attached hereto (the “Series A Notes”),
(b) $25,000,000 principal amount of its 6.17% Senior Notes, Series B,
dated August 14, 2007, and due May 15, 2013, substantially in the form of
Exhibit 1-B
attached hereto (the “Series B
Notes” and, together with the Series A Notes, individually and
collectively, the “Initial
Notes”), and (c) $35,000,000 principal amount of its 6.12% Senior
Notes, Series C, dated August 28, 2007, and due August 31, 2017,
substantially in the form of Exhibit 1-C
attached hereto (the “Series C
Notes”).  Certain capitalized terms used in
this Agreement are defined in Schedule B; references to a “Schedule” or an
“Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.

      


      (b)           The
Company has authorized the issue of (a) $30,000,000 principal amount
of  its 5.69% Senior Notes, Series D, due October 1, 2013,
substantially in the form of Exhibit 1-D
attached hereto (the “Series D Notes”), and
(b) $50,000,000 principal amount of its 5.97% Senior Notes, Series E,
due October 1, 2015, substantially in the form of Exhibit 1-E
attached hereto (the “Series E
Notes”).

      


      1.2           Authorization of Issue of Shelf
Notes.

      


                 The
Company also has authorized the issue of additional senior promissory notes
(together with any other Notes hereafter purchased and sold pursuant to this
Agreement as contemplated by the third sentence of Section 2.1(c), the
“Shelf Notes”), each
Shelf Note to be dated the date of issue thereof; to mature, in the case of each
Note so issued, no more than 15 years after the date of original issuance
thereof; to have an average life, in the case of each note so issued, of no more
than 13 years after the date of original issuance thereof (provided that up to
$50,000,000 aggregate principal amount of the Notes may have an average life of
15 years after the date of original issuance thereof); to bear interest on the
unpaid balance thereof from the date thereof at the rate per annum, and to have
such other particular terms, as shall be set forth, in the case of each Shelf
Note so issued, in the Confirmation of Acceptance with respect to such Shelf
Note delivered pursuant to Section 2.6; and to be substantially in the form
of Exhibit 1-F
attached hereto.  The term “Notes” as used herein shall
include each Series A Note, Series B Note, Series C Note,
Series D Note, Series E Note and Shelf Note delivered pursuant to any
provision of this Agreement and each Note delivered in substitution or exchange
for any such Series A Note, Series B Note, Series C Note,
Series D Note, Series E Note and Shelf Note pursuant to any such
provision.  Notes which have (i) the same final maturity,
(ii) the same installment payment dates, (iii) the same installment
payment amounts (as a percentage of the


      
        
           


        

        
           
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      original
principal amount of each Note), (iv) the same interest rate, (v) the
same interest payment periods, and (vi) the same original date of issuance
are herein called a “Series” of
Notes.  

      


      (c)           Section
2.1 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:

       

      2.1           Sale
and Purchase; Facility.

      


      (a)           Sale and Purchase of Initial
Notes and Series C Notes.  Subject to the terms and conditions
of this Agreement, the Company has issued and sold (i) the Initial Notes to each
Initial Purchaser, and each Initial Purchaser has purchased from the Company the
Initial Notes in the principal amount specified opposite such Initial
Purchaser’s name on the Information Schedule
at the purchase price of 100% of the principal amount thereof at the Initial
Closing provided for in Section 3.1(a), and (ii) the Series C Notes to
each Purchaser thereof, and each such Purchaser has purchased from the Company
the Series C Notes in the principal amount specified opposite such Purchaser’s
name on the Information Schedule
at the purchase price of 100% of the principal amount thereof at the Closing
with respect thereto provided for in Section 3.1(b) (as such Section was in
effect at the time of such Closing).

      


      (b)           Sale and Purchase of Series
D Notes and Series E Notes.  Subject to the terms and
conditions of this Agreement, the Company will issue and sell the Series D Notes
and Series E Notes to each Purchaser thereof specified opposite such Purchaser’s
name on the Information Schedule,
and each such Purchaser will purchase from the Company such Series D Notes and
Series E Notes, at the purchase price of 100% of the principal amount thereof at
the Series D/E Closing provided for in Section 3.1(b). The obligations of such
Purchasers and the other Purchasers under this Agreement are several and not
joint obligations and no Purchaser shall have any liability to any Person for
the performance or non-performance of any obligation by any other Purchaser
under this Agreement.

      


      (c)           Facility.  Prudential
is willing to consider, in its sole discretion and within limits which may be
authorized for purchase by Prudential Affiliates from time to time, the purchase
of the total amount of authorized Notes pursuant to this
Agreement.  The willingness of Prudential to consider such purchase of
Notes is herein called the “Facility.”  At any
time, the “Available Facility
Amount” shall be (i) $175,000,000 minus (ii) the
aggregate principal amount of Notes purchased and sold pursuant to this
Agreement prior to such time, minus (iii) the
aggregate principal amount of Accepted Notes which have not yet been purchased
and sold hereunder prior to such time, plus (iv) (to the
extent that the Company authorizes additional Shelf Notes) the
aggregate


      
        
           


        

        
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      principal
amount of Notes purchased and sold pursuant to this Agreement and thereafter
retired prior to such time; provided, that at no
time may the aggregate principal amount of Notes outstanding under this
Agreement exceed $175,000,000.  NOTWITHSTANDING THE WILLINGNESS OF
PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO
ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL
AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES,
OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF
SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY
PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

      


      (d)           Section
3.1(a) of the Agreement is hereby amended by deleting the last sentence of such
Section in its entirety and replacing it with the following:

       

      The
Initial Closing, the Series C Closing, the Series D/E Closing and each Shelf
Closing are referred to as a “Closing”.

       

      (e)           Section
3.1(b) of the Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:

       

      (b)           Series D/E
Closing.  The sale and purchase of the Series D Notes and the
Series E Notes to be purchased by the applicable Purchaser shall occur at the
offices of Baker Botts L.L.P., 2001 Ross Avenue, Suite 600, Dallas, TX 75201, no
later than 11:30 a.m. (New York City local time), at a closing (the “Series D/E Closing”) on
October 1, 2008 (the day of such Closing being the “Series D/E Closing
Day”).  At the Series D/E Closing, the Company will deliver to
each Purchaser of Series D Notes or Series E Notes, as the case may be, the
Series D Notes or Series E Notes to be purchased by such Purchaser in the form
of a single Series D Note or Series E Note, as the case may be (or
such greater number of Series D Notes or Series E Notes in denominations of at
least $100,000 as such Purchaser may request), dated October 1, 2008, and
registered in such Purchaser’s name (or in the name of its nominee), against
delivery to the Company by such Purchaser of immediately available funds in the
amount of the purchase price for the Series D Notes or Series E Notes to be
purchased by such Purchaser by wire transfer of immediately available funds for
the account of the Company to account number 163070647736 at US Bank, N.A., ABA#
091300023 for credit of MDU Energy Capital, LLC.  If at the Series D/E
Closing the Company shall fail to tender such Series D Notes or Series E Notes,
as the case may be, to any Purchaser as provided above in this
Section 3.1(b), or any of the conditions specified in Section 4 shall
not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall,
at its election, be relieved of all further obligations


      
        
           


        

        
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      under
this Agreement, without thereby waiving any rights such Purchaser may have by
reason of such failure or such nonfulfillment.

      


      (f)           Section
3.1 of the Agreement is amended by adding the following Section (c) to the
Agreement:

       

      (c)           Subsequent
Closings.  Not later than 11:30 A.M. (New York City local time)
on the Closing Day for any Accepted Notes, the Company will deliver to each
Purchaser listed in the Confirmation of Acceptance relating thereto at a closing
(each, a “Shelf
Closing”), at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Suite
600, Dallas, TX 75201, the Accepted Notes to be purchased by such Purchaser in
the form of one or more Notes in authorized denominations as such Purchaser may
request for each Series of Accepted Notes to be purchased on the Closing
Day, dated the Closing Day and registered in such Purchaser’s name (or in the
name of its nominee), against payment of the purchase price thereof by transfer
of immediately available funds for credit to the Company’s account specified in
the Request for Purchase of such Accepted Notes.

      


      (g)           Section
3.2 of the Agreement is hereby amended by deleting “Section 3.1(b)” in the first
sentence of such Section and replacing it with “Section 3.1(c)”.

       

      (h)           Section
4 of the Agreement is hereby amended by deleting the first four lines of such
Section in their entirety and replacing them with the following:

       

      The obligation of any Purchaser to
purchase and pay for any Initial Notes, Series C Notes, Series D Notes, Series E
Notes or any Accepted Notes is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at the Applicable Closing Day with respect to such
Notes, of the following conditions:

      


      (i)           Section
4.1 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:

       

      4.1           Representations
and Warranties.

      


      The representations and warranties of
the Company in this Agreement shall be correct when made and at the Applicable
Closing Day.

      


      (j)           Section
4.2 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:

       

      4.2           Performance; No
Default.

      


      The Company shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by it prior to or at the Applicable
Closing


      
        
           


        

        
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      Day, and
after giving effect to the issue and sale of the Notes to be issued on such
Applicable Closing Day (and, (i) with respect to any Accepted Notes, the
application of the proceeds thereof as contemplated by this Agreement and the
Request for Purchase for such Accepted Notes, and (ii) with respect to the
Series D Notes and the Series E Notes, the application of the proceeds thereof
as contemplated by the first sentence of Section 5.14), no Default or Event of
Default shall have occurred and be continuing.  From December 31,
2006 to the date of this Agreement, neither the Company nor any Subsidiary shall
have entered into any transaction that remains in effect on the date of this
Agreement and that would have been prohibited by Sections 10.1 through
10.16 hereof had such Sections applied since December 31, 2006.

      


      (k)           Section
4.3 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:

       

      4.3           Compliance
Certificates.

      


      (a)           Officer’s
Certificate.  The Company shall have delivered to such
Purchaser an Officer’s Certificate, dated the date of the Applicable Closing
Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.8 and,
in the case of the Series D/E Closing Day, the conditions specified in Section
4.13 (together with supporting calculations in reasonable detail), have been
fulfilled.

      


      (b)           Secretary’s
Certificate.  The Company shall have delivered to such
Purchaser a certificate, dated as of the Applicable Closing Day, certifying as
to the resolutions attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of such Notes and this
Agreement.

      


      (l)           Section
4.4 of the Agreement is hereby amended by deleting “Thelen Reid Brown Raysman
& Steiner LLP” and replacing it with “Thelen LLP”.

       

      (m)           Section
4 of the Agreement is hereby amended by adding the following Section 4.13
thereto:

       

      4.13           Acquisition of Intermountain Gas
Company.  Solely with respect to the Series D/E Closing,
Prairie Intermountain shall have acquired all of the issued and outstanding
Capital Stock of Intermountain Gas Company, an Idaho corporation (“Intermountain”), and
Intermountain at such time shall have not more than $105,000,000 of Indebtedness.

      


      (n)           Section
5.14 of the Agreement is hereby amended by adding the following at the end of
the first sentence thereof:

       


      
        
           


        

        
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      and, in
the case of the Series D Notes and the Series E Notes, to consummate the
Intermountain Acquisition

       

      


      (o)           Section
7.1(b) of the Agreement is hereby amended by inserting the words “and
“Intermountain” after the word “Cascade” in clauses (iii) and (iv)
thereof.

       

      (p)           Section
9.1 of the Agreement is hereby amended by inserting the words “and the
Intermountain Acquisition” immediately following the words “Cascade
Acquisition”.

       

      (q)           Section
9.7 of the Agreement is hereby amended by inserting “and Intermountain or any of
its Subsidiaries” immediately following the words “Cascade or any of its
Subsidiaries”.

       

      (r)           Section
10.1 of the Agreement is hereby amended by inserting the following immediately
after subsection (b) thereof:

       

      (c)           Maximum Intermountain
Capitalization Ratio.  The Company shall not permit the
Intermountain Capitalization Ratio to exceed 65% at any time.

      


      (s)           Section
10.3 of the Agreement is hereby amended by inserting “and Intermountain or any
of its Subsidiaries” immediately following the words “Cascade or any of its
Subsidiaries”.

       

      (t)           Section
10.4 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:

       

      10.4           Limitation
of Securing Cascade Loan Agreement or Intermountain Loan Agreement.

      


      The Company shall not at any time
permit Cascade or Intermountain to secure any Indebtedness outstanding under the
Cascade Loan Agreement or the Intermountain Loan Agreement, respectively, in any
manner by any Lien on any Property.

      


      (u)           Section
10.16 of the Agreement is hereby amended by deleting the caption thereof and
replacing it with “Limitation
on Activities of Prairie and Prairie Intermountain” and by adding the
following sentence at the end of such Section:

       

      The Company shall not permit Prairie
Intermountain to (a) conduct, transact or otherwise engage in any business or
operations other than any business or operations that are incidental to the
ownership by Prairie Intermountain of all the outstanding Capital Stock of
Intermountain, (b) create, incur, assume or otherwise become obligated with
respect to any Indebtedness, (c) create, incur, assume or suffer to exist any
Lien on any of the Capital Stock of Intermountain or (d) cease to own, directly,
both beneficially and of record, all the outstanding Capital Stock of
Intermountain.


      
        
           


        

        
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      (v)           Section
13.2 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:

       

      13.2           Transfer and Exchange of
Notes.

      


      Upon surrender of any Note at the
principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or his attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company’s expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note.  Each such new Note
shall be payable to such Person as such holder may request and shall be
substantially in the form of (i) Exhibit 1-A, in
the case of a Series A Note, (ii) Exhibit 1-B, in
the case of a Series B Note, (iii) Exhibit 1-C, in
the case of a Series C Note, (iv) Exhibit 1-D, in
the case of a Series D Note, (v) Exhibit 1-E, in
the case of a Series E Note and (vi) Exhibit 1-F, in
the case of a Shelf Note.  Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered
Note or dated the date of the surrendered Note if no interest shall have been
paid thereon.  The Company may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes.  Notes shall not be transferred in denominations of
less than $2,000,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than
$2,000,000.  Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.

      


      (w)           Schedule B of the
Agreement is hereby amended by adding the following new defined terms thereto,
at the appropriate alphabetical positions therein:

       

      “Applicable Closing Day” means
the Initial Closing Day (in the case of the Initial Notes), the Series C Closing
Day (in the case of the Series C Notes), the Series D/E Closing Day (in the case
of the Series D Notes and the Series E Notes) and the Closing Day with respect
to any Accepted Notes (in the case of such Accepted Notes).

      


      “Intermountain” is defined in
Section 4.13.


      
        
           


        

        
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      “Intermountain Acquisition”
means the completion of the transaction which results in Intermountain
becoming a Subsidiary of Prairie Intermountain.

      


      “Intermountain Capitalization”
means the sum of (i) Intermountain Debt and (ii) the total stockholders’
equity of Intermountain determined in accordance with GAAP minus amounts
attributable to mandatorily Redeemable Preferred Stock of Intermountain and its
Subsidiaries determined in accordance with GAAP.

      


      “Intermountain Capitalization Ratio”
means the ratio of Intermountain Debt to Intermountain
Capitalization.

      


      “Intermountain Debt” means the
consolidated Indebtedness of Intermountain and its Subsidiaries.

      


      “Intermountain Loan Agreement”
means, at any time, the primary bank credit agreement of Intermountain
including, so long as it shall remain in effect, the Credit Agreement, dated as
of October 19, 2005, among Intermountain, Bank of America, N.A. and the other
lenders party thereto (as from time to time amended, modified, supplemented,
restated, refinanced or replaced).

      


      “Prairie Intermountain” means
Prairie Intermountain Energy Holdings, LLC, a Delaware limited liability
company.

      


      “Series C Closing” means the
closing at which the Series C Notes were sold and purchased under this
Agreement.

      


      “Series C Closing Day” means
the day of the Series C Closing.

      


      “Series C Notes” is defined in
Section 1.1(a).

      


      “Series D Notes” is defined in
Section 1.1(b).

      


      “Series D/E Closing” is defined
in Section 3.1(b).

      


      “Series D/E Closing Day” is
defined in Section 3.1(b).

      


      “Series E Notes” is defined in
Section 1.1(b).

      


      (x)           Schedule B of the
Agreement is hereby amended by deleting the defined terms “Facility”, “Initial Notes”, “Principal Operating Subsidiary”,
“Purchasers”, “Series A Notes”, “Series B Notes” and “Shelf Closing” in their
entirety and replacing them with the following:

       

      “Facility” is defined in
Section 2.1(c).


      
        
           


        

        
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      “Initial Notes” is defined in
Section 1.1(a).

      


      “Principal Operating Subsidiary”
means (i) Cascade and its permitted successors, (ii) Intermountain and
its permitted successors, and (iii) when used with respect to any fiscal year of
the Company, each other Subsidiary of the Company having either (a) EBITDA in
excess of 10% of the consolidated EBITDA of the Company and its Subsidiaries for
such fiscal year or (b) Total Assets in excess of 10% of Consolidated Total
Assets at the end of such fiscal year.

      


      “Purchasers” means the Initial
Purchasers, the initial purchasers of the Series C Notes, the Series D Notes and
the Series E Notes and, with respect to any Accepted Notes, the Person or
Persons (either PICA or a Prudential Affiliate) who are purchasing such Accepted
Notes.

      


      “Series A Notes” is
defined in Section 1.1(a).

      


      “Series B Notes” is
defined in Section 1.1(a).

      


      “Shelf Closing” is defined in
Section 3.1(c).

      


      (y)           The
Information
Schedule attached to the Agreement is hereby deleted and replaced in its
entirety with the Information Schedule
attached as Schedule
A hereto.

       

      (z)           Schedule 5.4 to the
Agreement is hereby deleted and replaced in its entirety with Schedule 5.4 attached
hereto.

       

      (aa)           Exhibit 1-C attached
to the Agreement is hereby deleted and replaced in its entirety, with Exhibit 1-C attached
as Exhibit A
hereto.

       

      (bb)           Exhibit 1-D and Exhibit 1-E attached
as Exhibit B
and Exhibit C,
respectively, hereto are hereby added to the Agreement after Exhibit
1-C.

       

      (cc)           Exhibit 1-F attached
as Exhibit D
hereto is hereby added to the Agreement after Exhibit
1-E.

       

      2.           Effectiveness.  This
Amendment shall become effective as of the date first above written (the “Amendment Effective Date”)
upon the satisfaction in full of each of the following conditions, each of which
must occur prior to, or substantially simultaneously with, such
effectiveness:

       

      (a)           receipt
by the Note Holders of a counterpart of this Amendment, duly executed and
delivered by the Company; and

       

      (b)           satisfaction
of the conditions precedent to the issuance of the Series D Notes and the Series
E Notes set forth in Section 4 of the Agreement, as amended hereby (regardless
of

       


      
        
           


        

        
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      whether
such conditions apply generally to the issuance of all Notes or specifically to
the issuance of the Series D Notes and the Series E Notes).

       

      3.           Miscellaneous.

       

      (a)           Effect on
Agreement.  On and after the Amendment Effective Date, each
reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, or words
of like import referring to the Agreement, and each reference in the Notes and
all other Loan Documents to “the Agreement”, “thereunder”, “thereof”, or words
of like import referring to the Agreement shall mean the Agreement as affected
by this Amendment.  The Agreement, as affected by this Amendment, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy under
the Agreement nor constitute a waiver of any provision of the Agreement, except
as expressly provided herein.  Without limiting the generality of the
foregoing, nothing in this Amendment shall be deemed (i) except as expressly
provided herein, to constitute a consent to non-compliance by the Company or any
other Person with respect to any term, provision, covenant or condition of the
Agreement or any other Loan Document, or (ii) to prejudice any right or remedy
that any holder of Notes may now have or may have in the future under or in
connection with the Agreement or any other Loan Document.

       

      (b)           Counterparts.  This
Amendment may be executed in any number of counterparts (including those
transmitted by telecopy or electronic transmission) and by any combination of
the parties hereto in separate counterparts, each of which counterparts shall be
an original and all of which taken together shall constitute one and the same
Amendment.  Delivery of this Amendment may be made by telecopy or
electronic transmission of a duly executed counterpart copy hereof; provided that any
such delivery by electronic transmission shall be effective only if transmitted
in .pdf format, .tif format or other format in which the text is not readily
modifiable by any recipient thereof.

       

      (c)           Expenses.  The
Company confirms its agreement, pursuant to Section 15.1 of the Agreement, to
pay promptly all out-of-pocket expenses of the Note Holders related to the
preparation, negotiation, reproduction, execution and delivery of this Amendment
and all matters contemplated hereby and thereby, including without limitation
all fees and out-of-pocket expenses of the Note Holder’s special
counsel.

       

      (d)           Governing
Law.  THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING, TO
THE EXTENT PERMITTED BY THE LAW OF SUCH STATE, CHOICE OF LAW PRINCIPLES OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

       

      {Remainder
of this page blank; signature page follows.}

       


      
        
           


        

        
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      If you
agree to the terms and provisions hereof, please evidence your agreement by
executing and returning at least one counterpart to the Company at P.O. Box
5650, Bismarck, ND 58506-5650, Attention:  Chief Financial
Officer.

       

      Very
truly yours,

       

      MDU
ENERGY CAPITAL, LLC

      


      


      By:/s/ Vernon A. Raile

      Name:
Vernon A. Raile

      Title:
Vice President and Treasurer

      


      The
foregoing is hereby agreed to as of the Amendment Effective Date:

      


      
        	
                PRUDENTIAL
      INVESTMENT MANAGEMENT, INC.

              


      

      


      


      
        	
                 
      

              	
                By:  /s/ Brian N.
      Thomas

              


      

      Vice
President

      


      


      THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA

      


      


      By:  /s/ Brian N. Thomas

      Vice
President

      


      


      PRUCO
LIFE INSURANCE COMPANY

      


      


      By:  /s/ Brian N. Thomas

      Vice
President

      


      


      PRUCO
LIFE INSURANCE COMPANY OF

        NEW
JERSEY

      


      


      By: /s/ Brian N.
Thomas 

      Vice
President

      


      


      


      


      Signature
Page to Amendment No. 1 to Shelf Agreement


      
        
           


        

        
          12 


          
            

          

        

        
           


        

      


      AMERICAN
SKANDIA LIFE ASSURANCE

        CORPORATION

      


      By:          Prudential
Investment Management, Inc.,

      as investment manager

      


      


      By: /s/ Brian N. Thomas


      Vice
President

      
 

      PRUDENTIAL
ARIZONA REINSURANCE CAPTIVE COMPANY

      


      By:          Prudential
Investment Management, Inc.,

      as investment manager

      


      


      By: /s/ Brian N. Thomas

      Vice President

      


      


      GIBRALTAR
LIFE INSURANCE CO., LTD.

      


      By:          Prudential
Investment Management (Japan),

      Inc., as Investment
Manager

      


      By:          Prudential
Investment Management, Inc.,

      as Sub-Adviser

      


      


      By:  /s/ Brian N. Thomas

      Vice President

      


      


      PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY

      


      By:          Prudential
Investment Management, Inc.,

      as investment manager

      


      


      By: /s/ Brian N. Thomas

      Vice President

      


      


      


      


      


      Signature
Page to Amendment No. 1 to Shelf Agreement


      
        
           


        

        
          13 


          
            

          

        

        
           


        

      


      UNIVERSAL
PRUDENTIAL ARIZONA REINSURANCE COMPANY

      


      By:          Prudential
Investment Management, Inc.,

      as investment manager

      


      


      By:/s/ Brian N. Thomas

      Vice President

      


      


      PRUDENTIAL
RETIREMENT GUARANTEED COST BUSINESS TRUST

      


      By:          Prudential
Investment Management, Inc.,

      as investment manager

      


      


      By: /s/ Brian N. Thomas

      Vice President

      


      


      ZURICH
AMERICAN INSURANCE COMPANY

      


      By:          Prudential
Private Placement Investors,

      L.P. (as Investment
Advisor)

      


      By:          Prudential
Private Placement Investors, Inc.

      (as its
General Partner)

      


      


      By:  /s/ Brian N. Thomas 

      Vice President

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Signature
Page to Amendment No. 1 to Shelf Agreement


      
        
           


        

        
          14 


          
            

          

        

        
           


        

      


      


       

      SCHEDULE
A

      INFORMATION
SCHEDULE

       

      MDU
Energy Capital, LLC

      5.74%
Senior Notes, Series A, due 2012

      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF

                  AMERICA

              	
                 

                $25,000,000

              	
                 

                $25,000,000

              
	 
      	 
      	 
      	 
      
	
                (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, National Association

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      Name:  Prudential Managed Portfolio

                Account
      No.:  P86188 (please do not include spaces)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “5.74% Senior Notes, Series A, 2012, Security No. INV 10916, PPN 55294#
      AA3” and the due date and application (as among principal, interest and
      Make-Whole 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          15 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1211670

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      


      


      



      
        
           


        

        
          16 


          
            

          

        

        
           


        

      


      


      


      MDU
Energy Capital, LLC

      6.17%
Senior Notes, Series B, due 2013

      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF

                  AMERICA

              	
                 

                $20,241,948

              	
                 

                $20,241,948

              
	 
      	 
      	 
      	 
      
	
                (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, National Association

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      Name:  Prudential Managed Portfolio

                Account
      No.:  P86188 (please do not include spaces)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.17% Senior Notes, Series B, 2013, Security No. INV 10916, PPN 55294#
      AB1” and the due date and application (as among principal, interest and
      Make-Whole 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          17 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1211670

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      


      



      
        
           


        

        
          18 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUCO
      LIFE INSURANCE COMPANY

              	
                $1,541,069

              	
                $1,541,069

              
	 
      	 
      	 
      	 
      
	
                (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, National Association

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      No.:  P86192 (please do not include spaces)

                Account
      Name:  Pruco Life Private Placement

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
      55294# AB1”, and the due date and application (as among principal,
      interest and Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Pruco
      Life Insurance Company

                c/o
      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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Pruco
      Life Insurance Company

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          19 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1944557

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          20 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUCO
      LIFE INSURANCE COMPANY OF NEW JERSEY

              	
                $2,273,078

              	
                $2,273,078

              
	 
      	 
      	 
      	 
      
	
                (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, National Association

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      No.:  P86202 (please do not include spaces)

                Account
      Name:  Pruco Life of New Jersey Private
Placement

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
      55294# AB1”, and the due date and application (as among principal,
      interest and Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Pruco
      Life Insurance Company of New Jersey

                c/o
      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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Pruco
      Life Insurance Company of New Jersey

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          21


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-2426091

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          22 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                AMERICAN
      SKANDIA LIFE ASSURANCE CORPORATION

              	
                 

                $943,905

              	
                 

                $943,905

              
	 
      	 
      	 
      	 
      
	
                (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, National Association

                New
      York, NY

                ABA
      No.:  021-000-021

                Account
      No.:  P86259 (please do not include spaces)

                Account
      Name:  American Skandia Life - Private
Placements

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
      55294# AB1” and the due date and application (as among principal, interest
      and Make-Whole 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          23 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  06-1241288

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          24 


          
            

          

        

        
           


        

      


      


      MDU
Energy Capital, LLC

      6.12%
Senior Notes, Series C, due 2017

      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF

                  AMERICA

              	
                 

                $20,590,000

              	
                 

                $  3,090,000

              
	 
      	 
      	 
      	
                $17,500,000

              
	
                (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
      Name:  Prudential Managed Portfolio

                Account
      No.:  P86188 (please do not include spaces) (in the case of
      payments on account of the Note originally issued in the principal amount
      of $3,090,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Account
      Name:  The Prudential - Privest Portfolio

                Account
      No.:  P86189 (please do not include spaces) (in the case of
      payments on account of the Note originally issued in the principal amount
      of $17,500,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JPMorgan
      Chase Bank

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
      AC9” and the due date and application (as among principal, interest and
      Make-Whole 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          25 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1211670

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          26 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUDENTIAL
      ARIZONA REINSURANCE CAPTIVE COMPANY

              	
                 

                $1,030,000

              	
                 

                $1,030,000

              
	 
      	 
      	 
      	 
      
	
                (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

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      No.:  P86321 (please do not include spaces)

                Account
      Name:  PARCC PLAZ Trust 2 - Privates

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
      AC9”, and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Arizona Reinsurance Captive Company

                c/o
      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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Arizona Reinsurance Captive Company

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          27 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  33-1095301

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Randall
      M. Kob

                Ric
      E. Abel

                Brian
      E. Lemons

                Timothy
      M. Laczkowski

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          28 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                GIBRALTAR
      LIFE INSURANCE CO., LTD.

              	
                $10,290,000

              	
                $10,290,000

              
	 
      	 
      	 
      	 
      
	
                (1)

              	
                All
      principal, interest and Make-Whole Amount 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

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      No.:  P86246 (please do not include spaces)

                Account
      Name:  Gibraltar Private

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
      AC9” and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                All
      payments, other than principal, interest or Make-Whole Amount, on account
      of Notes held by such purchaser shall be made by wire transfer of
      immediately available funds for credit to:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JPMorgan
      Chase Bank

                New
      York, NY

                ABA
      No. 021-000-021

                Account
      No. 304199036

                Account
      Name:  Prudential International Insurance Service

                                           Company

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
      AC9” and the due date and application (e.g., type of fee) of the payment
      being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Gibraltar Life Insurance Co., Ltd.

                2-13-10,
      Nagatacho

                Chiyoda-ku,
      Tokyo 100-8953, Japan

                 

                Telephone:  81-3-5501-6680

                Facsimile:   81-3-5501-6432

                E-mail:  yoshiki.saito@gib-life.co.jp

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Yoshiki
      Saito, Vice President of Investment

                    Operations
      Team

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          29 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Private Placement Investors, L.P.

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  98-0408643

              	 
      	 
      
	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
          30 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

              	
                 

                $3,090,000

              	
                 

                $3,090,000

              
	 
      	 
      	 
      	 
      
	
                (1)

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

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JP
      Morgan Chase Bank

                New
      York, NY

                ABA
      No. 021000021

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Account
      Name:  PRIAC

                Account
      No. P86329 (please do not include spaces)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      “6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
      AC9” and the due date and application (as among principal, interest and
      Make Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Retirement Insurance and Annuity Company

                c/o
      Prudential Investment Management, Inc.

                Private
      Placement Trade Management

                PRIAC
      Administration

                Gateway
      Center Four, 7th Floor

                100
      Mulberry Street

                Newark,
      NJ 07102

                 

                Telephone:  (973)
      802-8107

                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Retirement Insurance and Annuity Company

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          31 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Tax
      Identification No.:  06-1050034

              	 
      	 
      


      

      



      
        
           


        

        
          32 


          
            

          

        

        
           


        

      


      MDU
Energy Capital, LLC

      5.69%
Senior Notes, Series D, due 2013

      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF

                  AMERICA

              	
                 

                $30,000,000

              	
                 

                $30,000,000

              
	 
      	 
      	 
      	 
      
	
                (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
      Name:  Prudential Managed Portfolio

                Account
      No.:  P86188 (please do not include spaces)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JPMorgan
      Chase Bank

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.69% Senior Notes, Series D, due 2013, Security No. INV10916, PPN 55294#
      AE5" 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          33 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1211670

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Ric
      E. Abel

                Randall
      M. Kob

                Timothy
      M. Laczkowski

                Brian
      E. Lemons

                Brian
      N. Thomas

              	 
      	 
      


      

      


      


      



      
        
           


        

        
          34 


          
            

          

        

        
           


        

      


      MDU
Energy Capital, LLC

      5.97%
Senior Notes, Series E, due 2015

      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                THE
      PRUDENTIAL INSURANCE COMPANY OF

                  AMERICA

              	
                 

                $17,440,000

              	
                 

                $9,940,000

              
	 
      	 
      	 
      	
                $7,500,000

              
	
                (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
      Name:  Prudential Managed Portfolio

                Account
      No.:  P86188 (please do not include spaces) (in the case of
      payments on account of the Note originally issued in the principal amount
      of $9,940,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Account
      Name:  The Prudential - Privest Portfolio

                Account
      No.:  P86189 (please do not include spaces) (in the case of
      payments on account of the Note originally issued in the principal amount
      of $7,500,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JPMorgan
      Chase Bank

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
      AD7" and the due date and application (as among principal, interest and
      Make-Whole 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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                The
      Prudential Insurance Company of America

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          35 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  22-1211670

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Ric
      E. Abel

                Randall
      M. Kob

                Timothy
      M. Laczkowski

                Brian
      E. Lemons

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          36 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                UNIVERSAL
      PRUDENTIAL ARIZONA REINSURANCE COMPANY

              	
                 

                $6,000,000

              	
                 

                $6,000,000

              
	 
      	 
      	 
      	 
      
	
                (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

                New
      York, NY

                ABA
      No.:  021-000-021

              	 
      	 
      
	 
      	
                Account
      No.:  P86393 (please do not include spaces)

                Account
      Name:  UPARC PLAZ Trust 2 - Privates

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
      AD7", and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Universal
      Prudential Arizona Reinsurance Company

                c/o
      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,
      Billings and Collections

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Universal
      Prudential Arizona Reinsurance Company

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (4)

              	
                Recipient
      of telephonic prepayment notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Manager,
      Trade Management Group

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	
                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          37 


          
            

          

        

        
           


        

      


      


      
        	
                (5)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (6)

              	
                Tax
      Identification No.:  41-2214052

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (7)

              	
                Authorized
      Officers:

                 

                Ric
      E. Abel

                Randall
      M. Kob

                Timothy
      M. Laczkowski

                Brian
      E. Lemons

                Brian
      N. Thomas

              	 
      	 
      


      

      



      
        
           


        

        
          38 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUDENTIAL
      RETIREMENT GUARANTEED COST BUSINESS TRUST

              	
                 

                $17,000,000

              	
                 

                $17,000,000

              
	 
      	 
      	 
      	 
      
	
                (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

                New
      York, NY

                ABA
      No. 021000021

              	 
      	 
      
	 
      	
                Beneficiary
      Account Name:  North American

                Beneficiary
      Account No.:  9009000168

                BBI:  Account
      of Prudential for G09966 PRIAC GC PVT

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
      AD7" and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Pru
      & Co

                c/o
      Prudential Investment Management, Inc.

                Attn:  Private
      Placement Trade Management

                PRIAC
      Administration

                Gateway
      Center Four, 7th Floor

                100
      Mulberry Street

                Newark,
      NJ 07102

                 

                Telephone:  (973)
      802-8107

                Facsimile:   (800)
      224-2278

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Retirement Guaranteed Cost Business Trust

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          39 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Tax
      Identification No.:  06-1050034

              	 
      	 
      


      

      



      
        
           


        

        
          40 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                PRUDENTIAL
      RETIREMENT INSURANCE AND ANNUITY COMPANY

              	
                $5,200,000

              	
                $4,200,000

                $1,000,000

              
	 
      	 
      	 
      	 
      
	
                (1)

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

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                JP
      Morgan Chase Bank

                New
      York, NY

                ABA
      No. 021000021

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Account
      Name:  PRIAC - SA - Firestone - Privates

                Account
      No. P86343 (please do not include spaces) in the case of payments on
      account of the Note originally issued in the principal amount of
      $4,200,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Account
      Name:  PRIAC - SA - Principal Preservation -
      Privates

                Account
      No. P86345 (please do not include spaces) in the case of payments on
      account of the Note originally issued in the principal amount of
      $1,000,000)

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
      AD7" and the due date and application (as among principal, interest and
      Make-Whole Amount) of the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                Address
      for all notices relating to payments:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Retirement Insurance and Annuity Company

                c/o
      Prudential Investment Management, Inc.

                Private
      Placement Trade Management

                PRIAC
      Administration

                Gateway
      Center Four, 7th Floor

                100
      Mulberry Street

                Newark,
      NJ 07102

                 

                Telephone:  (973)
      802-8107

                Facsimile:   (888)
      889-3832

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Retirement Insurance and Annuity Company

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          41 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Send
      physical security by nationwide overnight delivery service
to:

                 

                Prudential
      Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Thomas
      P. Donahue

                Telephone:  (214)
      720-6202

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Tax
      Identification No.:  06-1050034

              	 
      	 
      


      

      



      
        
           


        

        
          42 


          
            

          

        

        
           


        

      


      


      
        	 
      	 
      	
                Aggregate
      Principal

                Amount
      of Notes

                to be Purchased

              	
                 

                 

                Note

                Denomination(s)

              
	 
      	 
      	 
      	 
      
	 
      	
                ZURICH
      AMERICAN INSURANCE COMPANY

              	
                $4,360,000

              	
                $4,360,000

              
	 
      	 
      	 
      	 
      
	 
      	
                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:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Hare
      & Co.

                c/o
      The Bank of New York

                ABA
      No.:  021-000-018

                BNF:  IOC566

                Attn:  William
      Cashman

                Ref:  ZAIC
      Private Placements #399141

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Each
      such wire transfer shall set forth the name of the Company, a reference to
      "5.97% Senior Notes, Series E, due 2015, PPN 55294# AD7" and the due date
      and application (as among principal, interest and Make-Whole Amount) of
      the payment being made.

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (2)

              	
                All
      notices of payments and written confirmations of such wire
      transfers:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Zurich
      North America

                Attn:  Treasury
      T1-19

                1400
      American Lane

                Schaumburg,
      IL 60196-1056

                 

                Contact:  Mary
      Fran Callahan, Vice President-Treasurer

                Telephone:  (847)
      605-6447

                Facsimile:   (847)
      605-7895

                E-mail:  mary.callahan@zurichna.com

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (3)

              	
                Address
      for all other communications and notices:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Prudential
      Private Placement Investors, L.P.

                c/o
      Prudential Capital Group

                2200
      Ross Avenue, Suite 4200E

                Dallas,
      TX 75201

                 

                Attention:  Managing
      Director

              	 
      	 
      
	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          43 


          
            

          

        

        
           


        

      


      


      
        	
                (4)

              	
                Address
      for Delivery of Notes:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                (a)           Send
      physical security by nationwide overnight delivery

                service to:

                 

                Bank
      of New York

                Window
      A

                One
      Wall Street, 3rd Floor

                New
      York, NY 10286

                 

                Please
      include in the cover letter accompanying the Notes a reference to the
      Purchaser's account number (Zurich American Insurance Co.-Private
      Placements; Account Number:  399141).

                 

                (b)           Send
      copy by nationwide overnight delivery service to:

                 

                Prudential
      Capital Group

                Gateway
      Center 4

                100
      Mulberry, 7th Floor

                Newark,
      NJ 07102

                 

                Attention:  Trade
      Management, Manager

                Telephone:  (973)
      367-3141

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                (5)

              	
                Tax
      Identification No.:  13-6062916

              	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      


      



      
        
           


        

        
          44 


          
            

          

        

        
           


        

      


      


       

      SCHEDULE
5.4

      COMPANY’S
SUBSIDIARIES, AFFILIATES, DIRECTORS AND OFFICERS, AND AGREEMENTS RESTRICTING
SUBSIDIARY DIVIDENDS

       

      


      I.           Company
Subsidiaries

      


      
        	
                 
      

              	
                1.

              	
                Prairie
      Cascade Energy Holdings, LLC, a Delaware limited liability company,
      100%

              


      

      
        	
                 
      

              	
                2.

              	
                Prairie
      Intermountain Energy Holdings, LLC, a Delaware limited liability company,
      100%

              


      

      
        	
                 
      

              	
                3.

              	
                Cascade
      Land Leasing Co., a Washington corporation,
100%

              


      

      
        	
                 
      

              	
                4.

              	
                Cascade
      Natural Gas Corporation, a Washington corporation,
  100%

              


      

      
        	
                 
      

              	
                5.

              	
                CGC
      Energy, Inc., a Washington corporation,
100%

              


      

      
        	
                 
      

              	
                6.

              	
                CGC
      Properties, Inc., a Washington corporation,
100%

              


      

      
        	
                 
      

              	
                7.

              	
                CGC
      Resources, Inc., a Washington corporation,
100%

              


      

      
        	
                 
      

              	
                8.

              	
                Intermountain
      Gas Company, an Idaho corporation,
100%

              


      

      


      II.           Affiliates (other than
Subsidiaries)

      


      
        	
                 
      

              	
                1.

              	
                Alaska
      Basic Industries, Inc., an Alaska corporation,
  100%

              


      

      
        	
                 
      

              	
                2.

              	
                Ames
      Sand & Gravel, Inc., a North Dakota corporation,
  100%

              


      

      
        	
                 
      

              	
                3.

              	
                Anchorage
      Sand and Gravel Company, Inc., an Alaska corporation ,
  100%

              


      

      
        	
                 
      

              	
                4.

              	
                Baldwin
      Contracting Company, Inc., a California corporation,
  100%

              


      

      
        	
                 
      

              	
                5.

              	
                BEH
      Electric Holdings, LLC, a Nevada limited liability company,
      100%

              


      

      
        	
                 
      

              	
                6.

              	
                Bell
      Electrical Contractors, Inc., a Missouri corporation,
  100%

              


      

      
        	
                 
      

              	
                7.

              	
                Bitter
      Creek Pipelines, LLC, a Colorado limited liability company,
      100%

              


      

      
        	
                 
      

              	
                8.

              	
                BMH
      Mechanical Holdings, LLC, a Nevada limited liability company,
      100%

              


      

      
        	
                 
      

              	
                9.

              	
                Bombard
      Electric, LLC, a Nevada limited liability company,
  100%

              


      

      
        	 	
                10.

              	
                Bombard
      Mechanical, LLC, a Nevada limited liability company,
  100%

              


      

      
        	 	
                11.

              	
                Capital
      Electric Construction Company, Inc., a Kansas corporation,
      100%

              


      

      
        	 	
                12.

              	
                Capital
      Electric Line Builders, Inc., a Kansas corporation,
  100%

              


      

      
        	 	
                13.

              	
                Centennial
      Energy Holdings, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                14.

              	
                Centennial
      Energy Resources International, Inc., a Delaware corporation,
      100%

              


      

      
        	 	
                15.

              	
                Centennial
      Energy Resources LLC, a Delaware limited liability company,
      100%

              


      

      
        	 	
                16.

              	
                Centennial
      Holdings Capital LLC, a Delaware limited liability company,
      100%

              


      

      
        	 	
                17.

              	
                Central
      Oregon Redi-Mix, L.L.C., an Oregon limited liability company,
      78%

              


      

      
        	 	
                18.

              	
                ClearFlame,
      LLC, a Colorado limited liability company,
100%

              


      

      
        	 	
                19.

              	
                Concrete,
      Inc., a California corporation,
100%

              


      

      
        	 	
                20.

              	
                Connolly-Pacific
      Co., a California corporation, 100%

              


      

      
        	 	
                21.

              	
                Continental
      Line Builders, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                22.

              	
                Coordinating
      and Planning Services, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                23.

              	
                Desert
      Fire Holdings, Inc., a Nevada corporation,
100%

              


      

      
        	 	
                24.

              	
                Desert
      Fire Protection, a Nevada Limited Partnership,
  100%

              


      

      
        	 	
                25.

              	
                Desert
      Fire Protection, Inc., a Nevada corporation,
  100%

              


      

      
        	 	
                26.

              	
                Desert
      Fire Protection, LLC, a Nevada limited liability company,
    100%

              


      

      
        	 	
                27.

              	
                DSS
      Company, a California
  corporation,  100%

              


      

      
        	 	
                28.

              	
                E.S.I.,
      Inc., an Ohio corporation, 100%

              


      


      
        
           


        

        
          45 


          
            

          

        

        
           


        

      


      
        	 	
                29.

              	
                Fairbanks
      Materials, Inc., an Alaska corporation,
100%

              


      

      
        	 	
                30.

              	
                Fidelity
      Exploration & Production Company, a Delaware
      corporation,  100%

              


      

      
        	 	
                31.

              	
                Fidelity
      Exploration & Production Company of Texas LLC, a Delaware limited
      liability company, 99.44%

              


      

      
        	 	
                32.

              	
                Fidelity
      Oil Co., a Delaware corporation,
100%

              


      

      
        	 	
                33.

              	
                Frebco,
      Inc., an Ohio corporation, 100%

              


      

      
        	 	
                34.

              	
                FutureSource
      Capital Corp., a Delaware
  corporation,  100%

              


      

      
        	 	
                35.

              	
                Granite
      City Ready Mix, Inc., a Minnesota corporation,
  100%

              


      

      
        	 	
                36.

              	
                Hamlin
      Electric Company, a Colorado corporation,
100%

              


      

      
        	 	
                37.

              	
                Hap
      Taylor & Sons, Inc., an Oregon corporation,
  100%

              


      

      
        	 	
                38.

              	
                Harp
      Engineering, Inc., a Montana corporation,
100%

              


      

      
        	 	
                39.

              	
                Hawaiian
      Cement, a Hawaii partnership, 100%

              


      

      
        	 	
                40.

              	
                ILB
      Hawaii, Inc., a Hawaii corporation,
100%

              


      

      
        	 	
                41.

              	
                Independent
      Fire Fabricators, LLC, a Nevada limited liability company,
      100%

              


      

      
        	 	
                42.

              	
                International
      Line Builders, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                43.

              	
                InterSource
      Insurance Company, a Vermont corporation,
100%

              


      

      
        	 	
                44.

              	
                Jebro
      Incorporated, an Iowa corporation,
100%

              


      

      
        	 	
                45.

              	
                JTL
      Group, Inc., a Montana corporation,
100%

              


      

      
        	 	
                46.

              	
                JTL
      Group, Inc., a Wyoming corporation,
100%

              


      

      
        	 	
                47.

              	
                Kent’s
      Oil Service, a California corporation,
100%

              


      

      
        	 	
                48.

              	
                Knife
      River Corporation, a Delaware corporation,
100%

              


      

      
        	 	
                49.

              	
                Knife
      River Corporation – North Central, a Minnesota corporation,
      100%

              


      

      
        	 	
                50.

              	
                Knife
      River Corporation – South, a Texas corporation,
  100%

              


      

      
        	 	
                51.

              	
                Knife
      River Dakota, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                52.

              	
                Knife
      River Hawaii, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                53.

              	
                Knife
      River Marine, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                54.

              	
                Knife
      River Midwest, LLC, a Delaware limited liability company,
    100%

              


      

      
        	 	
                55.

              	
                KRC
      Aggregate, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                56.

              	
                KRC
      Holdings, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                57.

              	
                LME&U
      Holdings, LLC, a Nevada limited liability company,
  100%

              


      

      
        	 	
                58.

              	
                Lone
      Mountain Excavation & Utilities, LLC, a Nevada limited liability
      company, 100%

              


      

      
        	 	
                59.

              	
                Loy
      Clark Pipeline Co., an Oregon corporation,
100%

              


      

      
        	 	
                60.

              	
                LTM,
      Incorporated, an Oregon corporation,
100%

              


      

      
        	 	
                61.

              	
                MDU
      Brasil Ltda., a Brazil limited liability company,
  100%

              


      

      
        	 	
                62.

              	
                MDU
      Chile Inversiones Ltda., a Chile limited liability partnership,
      100%

              


      

      
        	 	
                63.

              	
                MDU
      Construction Services Group, Inc., a Delaware corporation,
      100%

              


      

      
        	 	
                64.

              	
                MDU
      Industrial Services, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                65.

              	
                MDU
      Norte Transmissão de Energia Ltda., a Brazil limited liability company,
      99.99999%

              


      

      
        	 	
                66.

              	
                MDU
      Resources Group, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                67.

              	
                MDU
      Resources International LLC, a Delaware limited liability company,
      100%

              


      

      
        	 	
                68.

              	
                MDU
      Resources Luxembourg I LLC S.a.r.l., a Luxembourg limited liability
      company, 100%

              


      

      
        	 	
                69.

              	
                MDU
      Resources Luxembourg II LLC S.a.r.l., a Luxembourg limited liability
      company, 100%

              


      

      
        	 	
                70.

              	
                MDU
      Sul Transmissão de Energia Ltda., a Brazil limited liability company,
      99.99999%

              


      

      
        	 	
                71.

              	
                Midland
      Technical Crafts, Inc., a Delaware corporation,
  100%

              


      


      
        
           


        

        
          46 


          
            

          

        

        
           


        

      


      
        	 	
                72.

              	
                Morse
      Bros., Inc., an Oregon corporation,
100%

              


      

      
        	 	
                73.

              	
                Netricity
      LLC, an Alaska limited liability company,
75%

              


      

      
        	 	
                74.

              	
                Northstar
      Materials, Inc., a Minnesota corporation,
100%

              


      

      
        	 	
                75.

              	
                Oregon
      Electric Construction, Inc., an Oregon corporation,
  100%

              


      

      
        	 	
                76.

              	
                Pouk
      & Steinle, Inc., a California corporation,
  100%

              


      

      
        	 	
                77.

              	
                Prairielands
      Energy Marketing, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                78.

              	
                Prairielands
      Magnetics Limited, a Scotland private limited company,
  100%

              


      

      
        	 	
                79.

              	
                Rocky
      Mountain Contractors, Inc., a Montana corporation,
  100%

              


      

      
        	 	
                80.

              	
                Rogue
      Aggregates, Inc., an Oregon corporation,
100%

              


      

      
        	 	
                81.

              	
                Seven
      Brothers Ranches, Inc., a Wyoming corporation,
  100%

              


      

      
        	 	
                82.

              	
                USI
      Industrial Services, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                83.

              	
                The
      Wagner Group, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                84.

              	
                Wagner
      Industrial Electric, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                85.

              	
                The
      Wagner-Smith Company, an Ohio corporation,
100%

              


      

      
        	 	
                86.

              	
                Wagner-Smith
      Equipment Co., a Delaware corporation,
100%

              


      

      
        	 	
                87.

              	
                Wagner-Smith
      Pumps & Systems, Inc., an Ohio corporation,
  100%

              


      

      
        	 	
                88.

              	
                WBI
      Canadian Pipeline, Ltd., a Canada corporation,
  100%

              


      

      
        	 	
                89.

              	
                WBI
      Energy Services, Inc., a Delaware corporation,
  100%

              


      

      
        	 	
                90.

              	
                WBI
      Holdings, Inc., a Delaware corporation,
100%

              


      

      
        	 	
                91.

              	
                WBI
      Pipeline & Storage Group, Inc., a Delaware corporation,
      100%

              


      

      
        	 	
                92.

              	
                WHC,
      Ltd., a Hawaii corporation, 100%

              


      

      
        	 	
                93.

              	
                Williston
      Basin Interstate Pipeline Company, a Delaware corporation,
      100%

              


      

      


      III.           Company’s Directors and
Officers

      


      Directors:

      


      Terry D. Hildestad

      Vernon A. Raile

      Paul K.
Sandness

      


      Officers:

      


      Terry D.
Hildestad, Chairman of the Board

      David L
Goodin, President and Chief Executive Officer

      Vernon A.
Raile, Vice President and Treasurer

      Paul K.
Sandness, General Counsel and Secretary

      


      
        	
                IV.

              	
                Restrictions on
      Subsidiary issuing Dividends or
  Distributions

              


      

      


      Cascade
Natural Gas Corporation - Dividend restrictions are contained in commitments 27,
28 and 29 of the stipulated commitments approved by the Oregon Public Utilities
Commission in Order No. 07-221 entered 06/05/07 (as amended by Order No. 07-320
entered 07/25/07) in Docket UM 1283, and by the Washington State Utilities and
Transportation Commission in Order 06 dated June 27, 2007 in Docket
UG-061721.


      
        
           


        

        
          47 


          
            

          

        

        
           


        

      


      Intermountain
Gas Company – Dividend restrictions contained in:

      


      
        	
                 
      

              	
                ·

              	
                Commitment
      11 of the Memorandum of Understanding dated July 9, 2008 among
      Intermountain Gas Company, MDU Resources Group, Inc. and the Idaho Public
      Utilities Commission Staff;

              


      

      


      
        	
                 
      

              	
                ·

              	
                Section
      7.06 of the Credit Agreement, dated as of October 19, 2005, among
      Intermountain Gas Company, Bank of America, N.A. and the other lenders
      party thereto; and

              


      

      


      
        	
                 
      

              	
                ·

              	
                Section
      9.15 of the Debenture Purchase Agreement, dated as of September 18, 1998,
      between Intermountain Gas Company and Teachers Insurance and Annuity
      Association of America.

              


      


      
        
           


        

        
          48 


          
            

          

        

        
           


        

      


      


      EXHIBIT
A

      EXHIBIT
1-C

      [FORM
OF SERIES C NOTE]

       

      MDU
ENERGY CAPITAL, LLC

       

      6.12%
SENIOR NOTE, SERIES  C, DUE AUGUST 31, 2017

       

      No.
R-C-__

       

      PPN
55294# AC9

       

      ORIGINAL
PRINCIPAL AMOUNT:_____________

       

      ORIGINAL
ISSUE DATE: August 28, 2007

       

      INTEREST
RATE: 6.12%

       

      
        	
                INTEREST
      PAYMENT DATES: Quarterly on the last day of each of February, May, August
      and November of each year commencing, November 30,
  2007

              


      

       

      FINAL
MATURITY DATE: August 31, 2017

       

      PRINCIPAL
INSTALLMENT DATES AND AMOUNTS:  Due on the Final Maturity
Date

       

      FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof 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 interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
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) 8.12% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.

       

      Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. 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.

       


      
        
           


        

        
          49 


          
            

          

        

        
           


        

      


      This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement.  As provided in the
Agreement, this Note is subject to 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 a like 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.

       

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

       

      In case
an Event of Default, as defined in the Agreement, 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.

       

      This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.

       

      


       

      MDU ENERGY CAPITAL, LLC

       

      


      


      By:           ________________________

       Title:

      


       


      
        
           


        

        
          50 


          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      EXHIBIT
1-D

      [FORM
OF SERIES D NOTE]

       

      MDU
ENERGY CAPITAL, LLC

       

      5.69%
SENIOR NOTE, SERIES  D, DUE OCTOBER 1, 2013

       

      No.
R-D-__

       

      PPN
55294# AE5

       

      ORIGINAL
PRINCIPAL AMOUNT:_____________

       

      ORIGINAL
ISSUE DATE: October 1, 2008

       

      INTEREST
RATE: 5.69%

       

      
        	
                INTEREST
      PAYMENT DATES: Quarterly on the first day of each January, April, July and
      October of each year commencing, January 1,
2009

              


      

       

      FINAL
MATURITY DATE: October 1, 2013

       

      PRINCIPAL
INSTALLMENT DATES AND AMOUNTS:  Due on the Final Maturity
Date

       

      FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof 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 interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
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) 7.69% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.

       

      Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. 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.

       


      
        
           


        

        
          51 


          
            

          

        

        
           


        

      


      This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement.  As provided in the
Agreement, this Note is subject to 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 a like 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.

       

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

       

      In case
an Event of Default, as defined in the Agreement, 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.

       

      This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.

       

      


       

      MDU ENERGY CAPITAL, LLC

       

      


      


      By:           ________________________

       Title:


      
        
           


        

        
          52 


          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      EXHIBIT
1-E

      [FORM
OF SERIES E NOTE]

       

      MDU
ENERGY CAPITAL, LLC

       

      5.97%
SENIOR NOTE, SERIES  E, DUE OCTOBER 1, 2015

       

      No.
R-E-__

       

      PPN
55294# AD7

       

      ORIGINAL
PRINCIPAL AMOUNT:_____________

       

      ORIGINAL
ISSUE DATE: October 1, 2008

       

      INTEREST
RATE: 5.97%

       

      
        	
                INTEREST
      PAYMENT DATES: Quarterly on the first day of each of January, April, July
      and October of each year commencing, January 1,
  2009

              


      

       

      FINAL
MATURITY DATE: October 1, 2015

       

      PRINCIPAL
INSTALLMENT DATES AND AMOUNTS:  Due on the Final Maturity
Date

       

      FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof 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 interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
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) 7.97% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.

       

      Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. 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.

       


      
        
           


        

        
          53 


          
            

          

        

        
           


        

      


      This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement.  As provided in the
Agreement, this Note is subject to 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 a like 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.

       

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

       

      In case
an Event of Default, as defined in the Agreement, 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.

       

      This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.

       

      


       

      MDU ENERGY CAPITAL, LLC

       

      


      


      By:           ________________________

       Title:


      
        
           


        

        
          54 


          
            

          

        

        
           


        

      


      


       

      EXHIBIT
D

       

       

      EXHIBIT
1-F

      [FORM
OF SHELF NOTE]

       

      MDU
ENERGY CAPITAL, LLC

       

      %
SENIOR NOTE, SERIES ________, DUE ___________

       

      No.
R-___

       

      PPN
______________________

       

      ORIGINAL
PRINCIPAL AMOUNT:

       

      ORIGINAL
ISSUE DATE:

       

      INTEREST
RATE:

       

      INTEREST
PAYMENT DATES:

       

      FINAL
MATURITY DATE:

       

      PRINCIPAL
INSTALLMENT DATES AND AMOUNTS:

       

      FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
[on the Final Maturity Date
specified above] [,
payable in installments on the Principal Installment 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 from the date hereof 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 interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
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) [____]%1  or (ii) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in
New York City as its Prime Rate.

       

      Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main 

      
      

       

      
        	  1 Interest rate plus
      2%.	 


      

       

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      office of
JPMorgan Chase Bank, N.A. 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.

       

      This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management,
Inc., and the holders of the notes issued thereunder and is entitled to the
benefits thereof.  Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Agreement.  As
provided in the Agreement, this Note is subject to 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 a like 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.

       

      [The Company agrees to make required
prepayments of principal in the amounts set forth above on the Principal
Installment Dates set forth above.]  This Note is subject to
optional prepayment, in whole or from time to time in part, on the terms
specified in the Agreement.

       

      In case
an Event of Default, as defined in the Agreement, 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.

       

      This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.

       

      


       

      MDU ENERGY CAPITAL, LLC

       

      


      


      By:           ________________________

       Title:

      
 

        
         

      


      
        
           


        

        
          56