LETTER AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER SHELF AGREEMENT December 19, 2007 Prudential Investment Management, Inc. General Electric Capital Assurance The Prudential Insurance Company Company of America General Electric Life and Annuity...

LETTER AMENDMENT NO. 2

TO

AMENDED AND RESTATED MASTER SHELF AGREEMENT

December 19, 2007

Prudential Investment Management, Inc.	General Electric Capital Assurance
The Prudential Insurance Company	Company
of America	General Electric Life and Annuity Assurance
Pruco Life Insurance Company	Company
Pruco Life Insurance Company of New Jersey	First Colony Life Insurance Company
Hartford Life Insurance Company
Security Life of Denver Insurance Company
ING USA Annuity and Life Insurance Company
Reliastar Life Insurance Company
ING Life Insurance and Annuity Company
United of Omaha Life Insurance Company
Mutual of Omaha Insurance Company
The Prudential Life Insurance Company, Ltd.
Prudential Retirement Insurance and Annuity   Company
Security Benefit Life Insurance Company, Inc.
Farmers New World Life Insurance Company
Zurich American Insurance Company
Physicians Mutual Insurance Company
American Skandia Life Assurance Corporation
RGA Reinsurance Company
Union Security Insurance Company
American Bankers Insurance Company of Florida, Inc.
Gibraltar Life Insurance Co., Ltd.
MTL Insurance Company
c/o Prudential Capital Group
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, Xxxxx 00000

Ladies and Gentlemen:

We refer to the Amended and Restated Master Shelf Agreement dated as of December 27, 1999 (effective as of April 29, 2005), as amended by Letter Amendment No. 1 to Amended and Restated Master Shelf Agreement dated May 17, 2006 (as amended, the "Agreement") among the undersigned, Centennial Energy Holdings, Inc. (the "Company"), Prudential Investment Management, Inc. ("Prudential"), The Prudential Insurance Company of America ("PICA"), Pruco Life Insurance Company (“Pruco”), Pruco Life Insurance Company of New Jersey (“Pruco NJ”), Hartford Life Insurance Company (“Hartford”), Security Life of Denver Insurance Company (“Security Life”), ING USA Annuity and Life Insurance Company (“ING USA”), Reliastar Life Insurance Company (“Reliastar”), ING Life Insurance

and Annuity Company (“ING Life”), United of Omaha Life Insurance Company (“United”), Mutual of Omaha Insurance Company (“Mutual”), The Prudential Life Insurance Company, Ltd. (“Prudential Life”), Prudential Retirement Insurance and Annuity Company ("PRIAC"), Security Benefit Life Insurance Company, Inc. (“Security Benefit”), Farmers New World Life Insurance Company (“Farmers”), Zurich American Insurance Company (“Zurich”), Physicians Mutual Insurance Company (“Physicians”), American Skandia Life Assurance Corporation (“American”), RGA Reinsurance Company (“RGA”), Union Security Insurance Company (“Union”), American Bankers Insurance Company of Florida, Inc. (“ABIC”), Gibraltar Life Insurance Co. Ltd. (“Gibraltar"), MTL Insurance Company ("MTL"), General Electric Capital Assurance Company (“GECAC”), General Electric Life and Annuity Assurance Company (“GELAAC”), First Colony Life Insurance Company (“First Colony”; and together with PICA, Pruco, Pruco NJ, Hartford, Security Life, ING USA, Reliastar, ING Life, United, Mutual, Prudential Life, PRIAC, Security Benefit, Farmers, Zurich, Physicians, American, RGA, Union, ABIC, Gibraltar, MTL, GECAC and GELAAC, the "Holders"). Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

Prudential, the Holders and the Company, in consideration of the mutual promises and agreements set forth herein and in the Agreement, agree as follows:

(a) Section 7.1. Clauses (c) and (d) of Section 7.1 of the Agreement are amended in full to read as follows:

"(c)        Reserved.

(d)        Reserved."

On and after the effective date of this Letter Amendment, 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 to "the Agreement", "thereunder", "thereof", or words of like import referring to the Agreement, shall mean the Agreement as amended by this Letter Amendment. The Agreement, as amended by this Letter 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 Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy under the Agreement nor constitute a waiver of any provision of the Agreement.

This Letter Amendment may be executed in any number of counterparts 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 letter amendment.

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If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning at least a counterpart of this Letter Amendment to Centennial Energy Holdings, Inc., 0000 X. Xxxxxxx Xxx., Xxxxxxxx, XX 00000, Attention of Chief Financial Officer. This Letter Amendment shall become effective as of the date first above written when and if counterparts of this Letter Amendment shall have been executed by us and you.

Very truly yours,

CENTENNIAL ENERGY

HOLDINGS, INC.

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Chairman of the Board, President and Chief Executive Officer

Agreed as of the date first above written:

PRUDENTIAL INVESTMENT

MANAGEMENT, INC.

By: /s/ Xxxxx X. Xxxxxx

Vice President

THE PRUDENTIAL INSURANCE

COMPANY OF AMERICA

By: /s/ Xxxxx X. Xxxxxx

Vice President

PRUCO LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxx

Vice President

PRUCO LIFE INSURANCE COMPANY

OF NEW JERSEY

By: /s/ Xxxxx X. Xxxxxx

Vice President

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HARTFORD LIFE INSURANCE COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

SECURITY LIFE OF DENVER INSURANCE

COMPANY, as successor by merger to Southland

Life Insurance Company

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

ING USA ANNUITY AND LIFE INSURANCE

COMPANY, f/k/a Golden American Life Insurance

Company

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

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RELIASTAR LIFE INSURANCE COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

ING LIFE INSURANCE AND ANNUITY

COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

UNITED OF OMAHA LIFE INSURANCE

COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

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MUTUAL OF OMAHA INSURANCE COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

THE PRUDENTIAL LIFE INSURANCE

COMPANY, LTD.

By:     Prudential Investment Management (Japan),

Inc., as Investment Manager

By:     Prudential Investment Management, Inc.,

as Sub-Adviser

By: /s/ Xxxxx X. Xxxxxx

Vice President

PRUDENTIAL RETIREMENT INSURANCE

AND ANNUITY COMPANY

By:    Prudential Investment Management, Inc.,

as investment manager

By: /s/ Xxxxx X. Xxxxxx

Vice President

SECURITY BENEFIT LIFE INSURANCE

COMPANY, INC.

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

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FARMERS NEW WORLD LIFE INSURANCE

COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

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/ Xxxxx X. Xxxxxx

Vice President

PHYSICIANS MUTUAL INSURANCE

COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

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AMERICAN SKANDIA LIFE ASSURANCE

CORPORATION

By:    Prudential Investment Management, Inc.,

as investment manager

By: /s/ Xxxxx X. Xxxxxx

Vice President

RGA REINSURANCE COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

UNION SECURITY INSURANCE COMPANY

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

AMERICAN BANKERS INSURANCE COMPANY

OF FLORIDA, INC.

By:     Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

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GIBRALTAR LIFE INSURANCE CO., LTD.

By:    Prudential Investment Management (Japan),

Inc., as Investment Manager

By:    Prudential Investment Management, Inc.,

as Sub-Adviser

By: /s/ Xxxxx X. Xxxxxx

Vice President

MTL INSURANCE COMPANY

By:    Prudential Private Placement Investors,

L.P. (as Investment Advisor)

By:     Prudential Private Placement Investors, Inc.

(as its General Partner)

By: /s/ Xxxxx X. Xxxxxx

Vice President

GENERAL ELECTRIC CAPITAL

ASSURANCE COMPANY

By: ______________________________

Name:

Title:

GENERAL ELECTRIC LIFE AND ANNUITY

ASSURANCE COMPANY

By: ______________________________

Name:

Title:

FIRST COLONY LIFE INSURANCE COMPANY

By: ______________________________

Name:

Title:

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