
                                                           Exhibit 1(a)


                                    MP&L CAPITAL I

               _____% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES
                                      (QUIPSSM)*
                (LIQUIDATION PREFERENCE $25.00 PER PREFERRED SECURITY)

                                     ____________

                                UNDERWRITING AGREEMENT
                                ----------------------

                                                             March __, 1996


          Goldman, Sachs & Co.,
          PaineWebber Incorporated
            As Representatives of the several Underwriters
              named in Schedule I hereto,
          c/o Goldman, Sachs & Co.
          85 Broad Street
          New York, New York 10004

          Ladies and Gentlemen:

               MP&L Capital I, a Delaware statutory business trust ("MP&L
          Capital"), and Minnesota Power & Light Company, a Minnesota
          corporation (the "Company"), as depositor of MP&L Capital and as
          guarantor, propose, subject to the terms and conditions stated
          herein, to issue and sell to the Underwriters named in Schedule I
          hereto (the "Underwriters") an aggregate of _______  of the
          Preferred Securities specified above (each a "Security" and
          collectively the "Securities") representing undivided preferred
          beneficial interests in the assets of MP&L Capital, guaranteed on
          a subordinated basis by the Company as to the payment of
          distributions, and as to payments on liquidation or redemption,
          to the extent set forth in a guarantee agreement (the
          "Guarantee") between the Company and The Bank of New York, as
          trustee (the "Guarantee Trustee").  MP&L Capital is to invest the
          proceeds of the sale of the Securities and _______ of its Common
          Securities (liquidation amount $25 per common security) (the
          "Common Securities") in _____% Junior Subordinated Debentures,
          Series ___, Due _________, ____ (the "Junior Subordinated
          Debentures") to be issued pursuant to an Indenture (the
          "Indenture") between the Company and The Bank of New York, as
          trustee (the "Debenture Trustee").

               1.   Each of MP&L Capital and the Company, jointly and
          severally, represents and warrants to, and agrees with, each of
          the Underwriters that:

          --------------------

          *    QUIPS is a servicemark of Goldman, Sachs & Co.

          <PAGE>

                    (a)  A registration statement on Form S-3 (File Nos.
          333-01035 and 333-01035-01) in respect of the Securities, the
          Expense Agreement (as defined herein), the Guarantee and the
          Junior Subordinated Debentures (collectively, the "Registered
          Securities") has been filed with the Securities and Exchange
          Commission (the "Commission") under the Securities Act of 1933,
          as amended (the "Act"); such registration statement, as amended
          by any amendment thereto, and any post-effective amendment
          thereto, each in the form heretofore delivered to you, and,
          excluding exhibits thereto but including all documents
          incorporated by reference in the prospectus contained therein, to
          you for each of the other Underwriters, have been declared
          effective by the Commission in such form; no other document with
          respect to such registration statement, as amended by any
          amendment thereto, or document incorporated by reference therein
          has heretofore been filed with the Commission; and no stop order
          suspending the effectiveness of such registration statement, as
          amended by any amendment thereto, has been issued and no
          proceeding for that purpose has been initiated or threatened by
          the Commission (any preliminary prospectus included in such
          registration statement, as amended by any amendment thereto, or
          filed with the Commission pursuant to Rule 424(a) of the rules
          and regulations of the Commission under the Act is hereinafter
          called a "Preliminary Prospectus"; the various parts of such
          registration statement, as amended by any amendment thereto,
          including all exhibits thereto but excluding Form T-1 and
          including (i) the information contained in the form of final
          prospectus filed with the Commission pursuant to Rule 424(b)
          under the Act in accordance with Section 5(a) hereof and deemed
          by virtue of Rule 430A under the Act to be part of the
          registration statement at the time it was declared effective and
          (ii) the documents incorporated by reference in the prospectus
          contained in the registration statement at the time such part of
          the registration statement became effective, each as amended at
          the time such part of the registration statement became
          effective, is hereinafter collectively called the "Registration
          Statement"; such final prospectus, in the form first filed
          pursuant to Rule 424(b) under the Act, is hereinafter called the
          "Prospectus"; and any reference herein to any Preliminary
          Prospectus or the Prospectus shall be deemed to refer to and
          include the documents incorporated by reference therein pursuant
          to Item 12 of Form S-3 under the Act, as of the date of such
          Preliminary Prospectus or Prospectus, as the case may be; and any
          reference to any amendment or supplement to any Preliminary
          Prospectus or the Prospectus shall be deemed to refer to and
          include any documents filed after the date of such Preliminary
          Prospectus or Prospectus, as the case may be, under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          and incorporated by reference in such Preliminary Prospectus or
          Prospectus, as the case may be; and any reference to any
          amendment to the Registration Statement shall be deemed to refer
          to and include any annual report of the Company filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act after the effective
          date of the Registration Statement that is incorporated by
          reference in the Registration Statement);

                    (b)  No order preventing or suspending the use of any
          Preliminary Prospectus has been issued by the Commission, and
          each Preliminary Prospectus, at the time of filing thereof,
          conformed in all material respects to the requirements of the Act
          and the rules and regulations of the Commission thereunder, and
          did not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading; provided, however,
          that this representation and warranty shall not apply to any
          statements or omissions made in reliance upon and in conformity
          with information furnished in writing to MP&L Capital and the
          Company by an Underwriter through Goldman, Sachs & Co. expressly
          for use therein;

                    (c)  The documents incorporated by reference in the
          Prospectus, when they became effective or were filed with the
          Commission, as the case may be, conformed in all material
          respects to the requirements of the Act or the Exchange Act, as
          applicable, and the rules and regulations of the Commission
          thereunder, and such documents taken together as a whole did not
          contain an untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make
          the statements therein not misleading; and any further documents
          so filed and incorporated by reference in the Prospectus or any
          further amendment or supplement thereto, when such documents
          become effective or are filed with the Commission, as the case
          may be, will conform in all material respects to the requirements
          of the Act or the Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder and taken together with
          all other documents incorporated by reference will not contain an
          untrue statement of a material fact or omit to state a material
          fact required to be stated therein or necessary to make the
          statements therein not misleading; provided, however, that this
          representation and warranty shall not apply to any statements or
          omissions made in reliance upon and in conformity with
          information furnished in writing to MP&L Capital or the Company
          by an Underwriter through Goldman, Sachs & Co. expressly for use
          therein;

                    (d)  The Registration Statement conforms, and the
          Prospectus and any further amendments or supplements to the
          Registration Statement or the Prospectus will conform, in all
          material respects to the requirements of the Act and the Trust
          Indenture Act of 1939, as amended (the "TIA") and the rules and
          regulations of the Commission thereunder and do not and will not,
          as of the applicable effective date as to the Registration
          Statement and any amendment thereto, and as of the applicable
          filing date as to the Prospectus and any amendment or supplement
          thereto, contain an untrue statement of a material fact or omit
          to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading;
          provided, however, that this representation and warranty shall
          not apply to any statements or omissions made in reliance upon
          and in conformity with information furnished in writing to MP&L
          Capital or the Company by an Underwriter through Goldman, Sachs &
          Co. expressly for use therein;

                    (e)  Neither MP&L Capital nor the Company and its
          subsidiaries, taken together as a whole, has sustained since the
          date of the latest audited financial statements included or
          incorporated by reference in the Prospectus any material loss or
          interference with its business from fire, explosion, flood or
          other calamity, whether or not covered by insurance, or from any
          labor dispute or court or governmental action, order or decree,
          otherwise than as set forth or contemplated in the Prospectus;
          since the respective dates as of which information is given in
          the Registration Statement and the Prospectus, there has not been
          any change in the capital stock (other than shares issued under
          the Company's Automatic Dividend Reinvestment and Stock Purchase
          Plan, the Minnesota Power and Affiliated Companies Employee Stock
          Purchase Plan or any compensation plan disclosed in the Company's
          Proxy Statement with respect to the Company's 1995 Annual Meeting
          of Shareholders (collectively, the "Stock Purchase and
          Compensation Plans")) or long-term debt of the Company and its
          subsidiaries, taken together as a whole, in excess of
          $20,000,000, or any material adverse change, or any development
          involving, so far as the Company can now reasonably force, a 
          prospective material adverse change, in or affecting the business,
          management, financial position, common and preferred stock equity
          or results of operations of MP&L Capital or the Company and its
          subsidiaries, taken together as a whole, otherwise than as set
          forth or contemplated in the Prospectus;

                    (f)  The Company and its Material Subsidiaries (as
          defined below) have good and marketable title in fee simple to
          all real property and good and marketable title to all personal
          property owned by them, in each case free and clear of all liens,
          encumbrances and defects except such as are described in the
          Prospectus or such as do not materially affect the value of such
          property and do not interfere with the use made and proposed to
          be made of such property by the Company and its Material
          Subsidiaries; and any real property and buildings held under
          lease by the Company and its Material Subsidiaries are held by
          them under valid, subsisting and enforceable leases with such
          exceptions as are not material and do not interfere with the use
          made and proposed to be made of such property and buildings by
          the Company and its subsidiaries (as used in this Agreement, the
          term "Material Subsidiary" means a significant subsidiary under
          Rule 1-02(w) of Regulation S-X of the Commission);

                    (g)  MP&L Capital has been duly created and is validly
          existing as a statutory business trust in good standing under the
          Business Trust Act of the State of Delaware (the "Delaware
          Business Trust Act") with the power and authority (trust and
          other) to own property and conduct its business as described in
          the Prospectus, and has conducted and will conduct no business
          other than the transactions contemplated by this Agreement and
          described in the Prospectus; MP&L Capital is not a party to or
          bound by any agreement or instrument other than this Agreement,
          the trust agreement (as amended and restated from time to time,
          the "Trust Agreement") between the Company and the trustees named
          therein (the "Trustees") and the agreements and instruments
          contemplated by the Trust Agreement and described in the
          Prospectus; MP&L Capital has no liabilities or obligations other
          than those arising out of the transactions contemplated by this
          Agreement and the Trust Agreement and described in the
          Prospectus; and MP&L Capital is not a party to or subject to any
          action, suit or proceeding of any nature;

                    (h)  The Company has been duly incorporated and is
          validly existing as a corporation in good standing under the laws
          of Minnesota, with power and authority (corporate and other) to
          own its properties and conduct its business as described in the
          Prospectus, and there is no jurisdiction wherein the character of
          the properties owned or held under lease by the Company or the
          nature of the business transacted by the Company would expose the
          Company to any material liability or disability by reason of the
          failure to qualify the Company as a foreign corporation in any
          such jurisdiction; and each Material Subsidiary of the Company
          has been duly incorporated and is validly existing as a
          corporation in good standing under the laws of its jurisdiction
          of incorporation, and there is no jurisdiction wherein the
          character of the properties owned or held under lease by any
          Material Subsidiary or the nature of the business transacted by
          such Material Subsidiary would expose such Material Subsidiary to
          any material liability or disability by reason of the failure to
          qualify such Material Subsidiary as a foreign corporation in any
          such jurisdiction;

                    (i)  The Company has the authorized equity capital as
          set forth in the Prospectus; and all of the issued shares of
          capital stock of each subsidiary of the Company are owned
          directly or indirectly by the Company, free and clear of all
          liens, encumbrances, equities or claims;

                    (j)  The Securities have been duly and validly
          authorized by MP&L Capital, and, when issued and delivered
          against payment therefor as provided herein, will be duly and
          validly issued and fully paid and non-assessable undivided
          beneficial interests in the assets of MP&L Capital and will
          conform to the description thereof contained in the Prospectus;
          the issuance of the Securities is not subject to preemptive or
          other similar rights; the Securities will have the rights set
          forth in the Trust Agreement, and the terms of the Securities are
          valid and binding on MP&L Capital; the holders of the Securities
          (the "Securityholders") will be entitled to the same limitation
          of personal liability extended to stockholders of private
          corporations for profit organized under the General Corporation
          Law of the State of Delaware;

                    (k)  The Common Securities have been duly and validly
          authorized by MP&L Capital, and, when delivered to the Company by
          MP&L Capital against payment therefor as provided in the
          Prospectus, will be duly and validly issued undivided beneficial
          interests in the assets of MP&L Capital and will conform to the
          description thereof contained in the Prospectus; the issuance of
          the Common Securities is not subject to preemptive or other
          similar rights;and at the Time of Delivery (as defined in Section
          4 hereof), all of the issued and outstanding Common Securities of
          MP&L Capital will be directly owned by the Company, free and
          clear of all liens, encumbrances, equities or claims; and the
          Common Securities and the Securities are the only interests
          authorized to be issued by MP&L Capital;

                    (l)  The Company has filed a Petition for Certification
          of Capital Structure with the Minnesota Public Utilities
          Commission ("Minnesota Commission") pursuant to the Minnesota
          Public Utilities Act with respect to the issuance and sale by the
          Company of the Junior Subordinated Debentures and the Guarantee. 
          The Minnesota Commission has entered an authorizing order (the
          "Authorizing Order") approving the capital structure including
          the issuance and sale of the Junior Subordinated Debentures and
          the Guarantee;

                    (m)  The Guarantee, the Junior Subordinated Debentures,
          the Trust Agreement, the Agreement as to Expenses and Liabilities
          between the Company and MP&L Capital (the "Expense Agreement")
          and the Indenture (collectively, the "Company Agreements") have
          each been duly authorized and when validly executed and delivered
          by the Company and, in the case of the Guarantee, by the
          Guarantee Trustee, in the case of the Trust Agreement, by the
          Trustees and, in the case of the Indenture, by the Debenture
          Trustee, and, in the case of the Junior Subordinated Debentures,
          when validly authenticated and delivered by the Debenture
          Trustee, will constitute valid and legally binding obligations of
          the Company, enforceable in accordance with their respective
          terms, subject, as to enforcement, to bankruptcy, insolvency,
          moratorium, reorganization and similar laws of general
          applicability relating to or affecting creditors' rights and to
          general equity principles (whether considered at a proceeding in
          equity or at law); the Trust Agreement, the Indenture and the
          Guarantee have been duly qualified under the TIA; the Junior
          Subordinated Debentures are entitled to the benefits of the
          Indenture; and the Company Agreements will conform to the
          descriptions thereof in the Prospectus;

                    (n)  The issue and sale of the Securities and the
          Common Securities by MP&L Capital, the compliance by MP&L Capital
          with all of the provisions of this Agreement, the purchase of the
          Junior Subordinated Debentures by MP&L Capital, the distribution
          of the Junior Subordinated Debentures by MP&L Capital in the
          circumstances contemplated by the Trust Agreement and the
          consummation of the transactions contemplated herein and in the
          Trust Agreement will not conflict with or result in a breach or
          violation of any of the terms or provisions of, or constitute a
          default under, any agreement or instrument to which MP&L Capital
          is a party or by which MP&L Capital is bound or to which any of
          the property or assets of MP&L Capital is subject, nor will such
          actions result in any violation of the provisions of the Trust
          Agreement or any statute or any order, rule or regulation of any
          court or governmental agency or body having jurisdiction over
          MP&L Capital or any of its properties; and no consent, approval,
          authorization, order, registration or qualification of or with
          any such court or governmental agency or body is required for the
          issue and sale of the Securities and the Common Securities by
          MP&L Capital, the purchase of the Junior Subordinated Debentures
          by MP&L Capital or the consummation by MP&L Capital of the
          transactions contemplated by this Agreement and the Trust
          Agreement, except the registration under the Act and the Exchange
          Act of the Registered Securities, the qualification of the Trust
          Agreement, the Indenture and the Guarantee under the TIA, and
          such consents, approvals, authorizations, registrations or
          qualifications as may be required under state securities or Blue
          Sky laws in connection with the purchase and distribution of the
          Securities by the Underwriters;

                    (o)  The issue and sale of the Securities and the
          Common Securities by MP&L Capital, the issuance by the Company of
          the Guarantee, the compliance by the Company and MP&L Capital
          with all of the provisions of this Agreement, the execution,
          delivery and performance by the Company of the Company
          Agreements, the distribution of the Junior Subordinated
          Debentures by MP&L Capital in the circumstances contemplated by
          the Trust Agreement and the consummation of the transactions
          herein and therein contemplated will not conflict with or result
          in a breach or violation of any of the terms or provisions of, or
          constitute a default under, any indenture, mortgage, deed of
          trust, loan agreement or other agreement or instrument to which
          the Company or any of its subsidiaries is a party or by which the
          Company or any of its subsidiaries is bound or to which any of
          the property or assets of the Company or any of its subsidiaries
          is subject except for such conflict, breach, violation or default
          which does not have a material adverse effect on the business,
          management, financial position, common and preferred stock equity
          or results of operations of the Company and its subsidiaries,
          taken together as a whole (hereinafter, a "Material Adverse
          Effect"), nor will such action require a consent or approval of
          any holder of the Company's capital stock or result in any
          violation of the provisions of the Articles of Incorporation or
          By-laws of the Company or the charter or by-laws or any other
          organizational document of any of its Material Subsidiaries or
          any statute or any order, rule or regulation of any court or
          governmental agency or body having jurisdiction over the Company
          or any of its Material Subsidiaries or any of their respective
          properties;

                    (p)  No consent, approval, authorization or order of,
          or any filing or declaration with, any court or governmental
          agency or body is required for the issue of the Guarantee, the
          issuance and sale of the Junior Subordinated Debentures, the
          distribution of the Junior Subordinated Debentures by MP&L
          Capital in the circumstances contemplated by the Trust Agreement
          or the consummation by the Company of the other transactions
          contemplated by this Agreement and the Company Agreements, except
          the registration under the Act of the Registered Securities and
          the qualification of the Trust Agreement, the Indenture and the
          Guarantee under the TIA, the entry of the Authorizing Order of
          the Minnesota Commission, and such consents, approvals,
          authorizations, registrations or qualifications as may be
          required under state securities or Blue Sky laws in connection
          with the purchase of the Securities and distribution of the
          Securities by the Underwriters;

                    (q)  Other than as set forth in the Prospectus, there
          are no legal or governmental proceedings pending to which the
          Company or any of its subsidiaries is a party or to which any
          property of the Company or any of its subsidiaries is subject,
          which, if determined adversely to the Company or any of its
          subsidiaries would individually or in the aggregate have a
          Material Adverse Effect; and, to the best of the Company's
          knowledge, no such proceedings are threatened or contemplated by
          governmental authorities or threatened by others;

                    (r)  There are no legal or governmental proceedings
          pending to which MP&L Capital is a party or to which any property
          of MP&L Capital is subject; and, to the best of MP&L Capital's
          knowledge, no such proceedings are threatened or contemplated by
          governmental authorities or threatened by others;

                    (s)  Neither MP&L Capital nor the Company is nor, after
          giving effect to the offering and sale of the Securities, will be
          an "investment company" or an entity "controlled" by an
          "investment company", as such terms are defined in the Investment
          Company Act of 1940, as amended (the "Investment Company Act");
          and

                    (t)  Neither the Company nor any of its affiliates does
          business with the government of Cuba or with any person or
          affiliate located in Cuba within the meaning of Section 517.075,
          Florida Statutes.

               2.   Subject to the terms and conditions herein set forth,
          MP&L Capital and the Company agree that MP&L Capital will issue
          and sell to each of the Underwriters, and each of the
          Underwriters agrees, severally and not jointly, to purchase from
          MP&L Capital, at a purchase price of $25 per Security, the number
          of the Securities set forth opposite the name of such Underwriter
          in Schedule I hereto.

               As compensation to the Underwriters for their commitments
          hereunder, and in view of the fact that the proceeds from the
          sale of the Securities will be used by MP&L Capital to purchase
          the Junior Subordinated Debentures of the Company, the Company at
          the Time of Delivery will pay by wire transfer of federal (same
          day) funds to Goldman, Sachs & Co., for the accounts of the
          several Underwriters, an amount equal to $_________ per  Security
          to be delivered by the Company hereunder at the Time of Delivery.

               3.   Upon the authorization by you of the release of the
          Securities, the several Underwriters propose to offer the
          Securities for sale upon the terms and conditions set forth in
          the Prospectus.

               4.   (a)  The Securities to be purchased by each Underwriter
               hereunder will be represented by one or more definitive
               global Securities in book-entry form which will be deposited
               by or on behalf of MP&L Capital with The Depository Trust
               Company ("DTC") or its designated custodian.  MP&L Capital
               will deliver the Securities to Goldman, Sachs & Co., for the
               account of each Underwriter, against payment by or on behalf
               of such Underwriter of the purchase price therefor by wire
               transfer, payable to the order of MP&L Capital in federal
               (same day) funds, by causing DTC to credit the Securities to
               the account of Goldman, Sachs & Co. at DTC.  MP&L Capital
               will cause the certificates representing the Securities to
               be made available to Goldman, Sachs & Co. for checking at
               least twenty-four hours prior to the Time of Delivery (as
               defined below) at the office of DTC or its designated
               custodian (the "Designated Office").  The time and date of
               such delivery and payment shall be 10:00 a.m., New York City
               time, on March __, 1996, or such other time and date as
               Goldman, Sachs & Co. and the Company may agree upon in
               writing.  Such time and date are herein called the "Time of
               Delivery".

                    (b)  The documents to be delivered at the Time of
               Delivery by or on behalf of the parties hereto pursuant to
               Section 7 hereof, including the cross-receipt for the
               Securities and any additional documents requested by the
               Underwriters pursuant to Section 7(i) hereof will be
               delivered at the offices of Reid & Priest LLP, 40 West 57th
               Street, New York, New York (the "Closing Location"), and the
               Securities will be delivered at the Designated Office, all
               at the Time of Delivery.  A meeting will be held at the
               Closing Location at 2:00 p.m., New York City time, on the
               New York Business Day next preceding the Time of Delivery,
               at which meeting the final drafts of the documents to be
               delivered pursuant to the preceding sentence will be
               available for review by the parties hereto.  For the
               purposes of this Section 4, "New York Business Day" shall
               mean each Monday, Tuesday, Wednesday, Thursday and Friday
               which is not a day on which banking institutions in New York
               are generally authorized or obligated by law or executive
               order to close.

               5.   MP&L Capital and the Company, jointly and severally,
          agree with each of the Underwriters:

                    (a)  To prepare the Prospectus in a form reasonably
               approved by you, and to file such Prospectus pursuant to
               Rule 424(b) under the Act not later than the Commission's
               close of business on the second business day following the
               execution and delivery of this Agreement, or, if applicable,
               such earlier time as may be required by Rule 430A(a)(3)
               under the Act; to make no further amendment or any
               supplement to the Registration Statement or Prospectus prior
               to the Time of Delivery which shall be reasonably
               disapproved by you promptly after reasonable notice thereof;
               to advise you, promptly after it receives notice thereof, of
               the time when any amendment to the Registration Statement
               has been filed or becomes effective or any supplement to the
               Prospectus or any amended Prospectus has been filed and to
               furnish you with copies thereof; in the case of the Company,
               to file promptly all reports and any definitive proxy or
               information statements required to be filed by the Company
               with the Commission pursuant to Section 13(a), 13(c), 14 or
               15(d) of the Exchange Act subsequent to the date of the
               Prospectus and for so long as the delivery of a prospectus
               is required in connection with the offering or sale of the
               Securities; to advise you, promptly after it receives notice
               thereof, of the issuance by the Commission of any stop order
               or of any order preventing or suspending the use of any
               Preliminary Prospectus or prospectus, of the suspension of
               the qualification of the Registered Securities for offering
               or sale in any jurisdiction, of the initiation or
               threatening of any proceeding for any such purpose, or of
               any request by the Commission for the amending or
               supplementing of the Registration Statement or Prospectus or
               for additional information; and, in the event of the
               issuance of any stop order or of any order preventing or
               suspending the use of any Preliminary Prospectus or
               prospectus or suspending any such qualification, promptly to
               use its best efforts to obtain the withdrawal of such order;

                    (b)  Promptly from time to time to take such action as
               you may reasonably request to qualify the Registered
               Securities for offering and sale under the securities laws
               of such jurisdictions as you may request and to comply with
               such laws so as to permit the continuance of sales and
               dealings therein in such jurisdictions for as long as may be
               necessary to complete the distribution of the Securities,
               provided that in connection therewith neither MP&L Capital
               nor the Company shall be required to qualify as a foreign
               corporation or to file a general consent to service of
               process in any jurisdiction;

                    (c)  To use its best efforts to furnish the
               Underwriters, prior to 10:00 a.m., New York City time, on
               the New York Business Day next succeeding the date of this
               Agreement and from time to time, with copies of the
               Prospectus in New York City in such quantities as you may
               reasonably request, and, if the delivery of a prospectus is
               required at any time prior to the expiration of nine months
               after the time of issue of the Prospectus in connection with
               the offering or sale of the Securities and if at such time
               any event shall have occurred as a result of which the
               Prospectus as then amended or supplemented would include an
               untrue statement of a material fact or omit to state any
               material fact necessary in order to make the statements
               therein, in the light of the circumstances under which they
               were made when such Prospectus is delivered, not misleading,
               or, if for any other reason it shall be necessary during
               such period to amend or supplement the Prospectus or to file
               under the Exchange Act any document incorporated by
               reference in the Prospectus in order to comply with the Act,
               the Exchange Act or the TIA, to notify you and upon your
               reasonable request to file such amendment or supplement or
               document and to prepare and furnish without charge to each
               Underwriter and to any dealer in securities as many copies
               as you may from time to time reasonably request of an
               amended Prospectus or a supplement to the Prospectus which
               will correct such statement or omission or effect such
               compliance, and in case any Underwriter is required to
               deliver a prospectus in connection with sales of any of the
               Securities at any time nine months or more after the time of
               issue of the Prospectus, upon your request but at the
               expense of such Underwriter, to prepare and deliver to such
               Underwriter as many copies as you may request of an amended
               or supplemented Prospectus complying with Section 10(a)(3)
               of the Act;

                    (d)  In the case of the Company, to make generally
               available to its shareholders as soon as practicable, but in
               any event not later than eighteen months after the effective
               date of the Registration Statement (as defined in Rule
               158(c) under the Act), an earnings statement of the Company
               and its subsidiaries (which need not be audited) complying
               with Section 11(a) of the Act and the rules and regulations
               thereunder (including, at the option of the Company, Rule
               158);

                    (e)  During the period beginning from the date hereof
               and continuing to and including the earlier of (i) the date,
               after the Time of Delivery, on which the distribution of the
               Securities ceases, as determined by you, and (ii) 90 days
               after the Time of Delivery, not to offer, sell, contract to
               sell or otherwise dispose of, any other beneficial interests
               in MP&L Capital, or any other securities of MP&L Capital or
               the Company, as the case may be, that are substantially
               similar to the Securities (including any guarantee of such
               Securities) or any securities that are convertible into or
               exchangeable for, or that represent the right to receive,
               any such substantially similar securities of either MP&L
               Capital or the Company, without the prior written consent of
               Goldman, Sachs & Co.; provided that this subclause (e) shall
               specifically not apply to the Company's common stock, 
               preferred stock, secured indebtedness and unsecured
               indebtedness which is not subordinated;

                    (f)  During a period of two years from the effective
               date of the Registration Statement, to furnish to you upon
               your request copies of all reports or other communications
               (financial or other) furnished to shareholders of the
               Company, and to deliver to you upon your request as soon as
               they are available, copies of any reports and financial
               statements furnished to or filed with the Commission or any
               national securities exchange on which any class of
               securities of MP&L Capital or the Company is listed;

                    (g)  In the case of the Company, to issue the Guarantee
               concurrently with the issue and sale of the Securities as
               contemplated herein;

                    (h)  To use the net proceeds received by it from the
               sale of the Securities pursuant to this Agreement in the
               manner specified in the Prospectus under the caption "Use of
               Proceeds"; and

                    (i)  To use its best efforts to list, subject to notice
               of issuance, the Securities on the New York Stock Exchange.

               6.   The Company covenants and agrees with the several
          Underwriters that the Company will pay or cause to be paid the
          following:  (i) the fees, disbursements and expenses of the
          Company's counsel and accountants in connection with the
          registration of the Registered Securities under the Act and all
          other expenses in connection with the preparation, printing and
          filing of the Registration Statement, any Preliminary Prospectus
          and the Prospectus and amendments and supplements thereto and the
          mailing and delivering of copies thereof to the Underwriters and
          dealers; (ii) the cost of printing or producing any Agreement
          among Underwriters, this Agreement, the Indenture, the Trust
          Agreement, the Guarantee, the Blue Sky Memorandum, closing
          documents (including any compilations thereof) and any other
          documents in connection with the offering, purchase, sale and
          delivery of the Registered Securities; (iii) all expenses in
          connection with the qualification of the Registered Securities
          for offering and sale under state securities laws as provided in
          Section 5(b) hereof, including the fees (not to exceed $10,000)
          and disbursements of counsel for the Underwriters in connection
          with such qualification and in connection with the Blue Sky
          Survey; (iv) any fees charged by securities rating services for
          rating the Securities; (v) all fees and expenses in connection
          with listing the Securities on the New York Stock Exchange and
          the cost of registering the Securities under Section 12 of the
          Exchange Act; the cost of preparing certificates for the
          Securities and Junior Subordinated Debentures; (vii) the cost and
          charges of any transfer agent or registrar; (viii) the cost and
          charges of qualifying the Securities with DTC; (ix) the fees and
          expenses of the Trustees, the Debenture Trustee and the Guarantee
          Trustee  and any agent thereof and the fees and disbursements of
          their counsel; and (x) all other costs and expenses incident to
          the performance of its obligations hereunder which are not
          otherwise specifically provided for in this Section.  It is
          understood, however, that, except as provided in this Section,
          and Sections 8 and 11 hereof, the Underwriters will pay all of
          their own costs and expenses, including the fees of their
          counsel, stock transfer taxes on resale of any of the Securities
          by them, and any advertising expenses connected with any offers
          they may make.

               7.   The obligations of the Underwriters hereunder shall be
          subject, in their discretion, to the condition that all
          representations and warranties and other statements of MP&L
          Capital and the Company herein are, at and as of the Time of
          Delivery, true and correct, the condition that MP&L Capital and
          the Company shall have performed all of their respective
          obligations hereunder theretofore to be performed, and the
          following additional conditions:

                    (a)  The Prospectus shall have been filed with the
               Commission pursuant to Rule 424(b) within the applicable
               time period prescribed for such filing by the rules and
               regulations under the Act and in accordance with Section
               5(a) hereof; no stop order suspending the effectiveness of
               the Registration Statement or any part thereof shall have
               been issued and no proceeding for that purpose shall have
               been initiated or threatened by the Commission; and all
               requests for additional information on the part of the
               Commission shall have been complied with to your reasonable
               satisfaction;

                    (b)  Lane & Mittendorf LLP, counsel for the
               Underwriters, shall have furnished to you such opinion or
               opinions (a draft of each such opinion is attached as Annex
               II(a) hereto), dated the Time of Delivery, with respect to
               the  formation of MP&L Capital, insofar as the federal laws
               of the United States and the laws of the State of New York
               or the State of Delaware are concerned; the validity of the
               Registered Securities, the Registration Statement and the
               Prospectus; and other related matters as you may reasonably
               request, and such counsel shall have received such papers
               and information as they may reasonably request to enable
               them to pass upon such matters; provided that in rendering
               such opinion, Lane & Mittendorf LLP may rely on the opinion
               of Richards, Layton & Finger delivered pursuant to
               subsection (e) hereof as to matters of Delaware law relating
               to statutory business trusts;

                    (c)  Philip R. Halverson, Esq., general counsel of the
               Company, shall have furnished to you his written opinion (a
               draft of such opinion is attached as Annex II(b) hereto) (in
               rendering such opinion, such counsel may rely on the opinion
               of Richards, Layton & Finger delivered pursuant to
               subsection (e) hereof as to matters of Delaware law relating
               to statutory business trusts), dated the Time of Delivery,
               in form and substance satisfactory to you, to the effect
               that:

                         (i)  The Company has been duly incorporated and is
               validly existing as a corporation in good standing under the
               laws of the State of Minnesota with power and authority
               (corporate and other) to own its properties and conduct its
               business as described in the Prospectus;

                         (ii) The Company  is a public utility corporation
               duly authorized by its Articles of Incorporation to conduct
               the business which it is now conducting as set forth in the
               Prospectus and the Company holds valid and subsisting
               franchises, licenses and permits authorizing it to carry on
               the utility business in which it is engaged;

                         (iii)     The Company has the authorized equity
               capital as set forth in the Prospectus; and the Securities
               conform to the description of the Securities contained in
               the Prospectus;

                         (iv) There is no jurisdiction wherein the
               character of the properties owned or held under lease by the
               Company or the nature of the business transacted by the
               Company would expose the Company to any material liability
               or disability by reason of the failure to qualify the
               Company as a foreign corporation in any such jurisdiction;
               (such counsel being entitled to rely in respect of the
               opinion in this clause upon opinions of local counsel and in
               respect of matters of fact upon certificates of officers of
               the Company, provided that such counsel shall state that
               such counsel believes that both you and such counsel are
               justified in relying upon such opinions and certificates);

                         (v)  Each Material Subsidiary of the Company has
               been duly incorporated and is validly existing as a
               corporation in good standing under the laws of its
               jurisdiction of incorporation, and there is no jurisdiction
               wherein the character of the properties owned or held under
               lease by any Material Subsidiary or the nature of the
               business transacted by such Material Subsidiary would expose
               such Material Subsidiary to any material liability or
               disability by reason of the failure to qualify such Material
               Subsidiary as a foreign corporation in any such
               jurisdiction; and other than as set forth in the Prospectus
               all of the issued shares of capital stock of each such
               subsidiary are owned directly or indirectly by the Company,
               free and clear of all liens, encumbrances, equities or
               claims (such counsel being entitled to rely in respect of
               the opinion in this clause upon opinions of local counsel
               and in respect to matters of fact upon certificates of
               officers of the Company or its subsidiaries; provided that
               such counsel shall state that such counsel believes that
               both you and such counsel are justified in relying upon such
               opinions and certificates);

                         (vi) To the best of such counsel's knowledge and
               other than as set forth in the Prospectus, there are no
               legal or governmental proceedings pending to which the
               Company or any of its subsidiaries is a party or of which
               any property of the Company or any of its subsidiaries is
               the subject which, if determined adversely to the Company or
               any of its subsidiaries, would individually or in the
               aggregate have a Material Adverse Effect; and, to the best
               of such counsel's knowledge, no such proceedings are
               threatened or overtly contemplated by governmental
               authorities or threatened by others;

                         (vii)     To the best of such counsel's knowledge,
               there are no legal or governmental proceedings pending to
               which MP&L Capital is a party or of which any property of
               MP&L Capital is the subject; and, to the best of such
               counsel's knowledge, no such proceedings are threatened or
               overtly contemplated by governmental authorities or
               threatened others;

                         (viii)    This Agreement has been duly authorized,
               executed and delivered by each of MP&L Capital and the
               Company;

                         (ix) The Company Agreements have each been duly
               authorized, executed and delivered by the Company and each
               of the Company Agreements constitutes a valid and legally
               binding obligation of the Company, enforceable against the
               Company in accordance with its terms, subject, as to
               enforcement, to bankruptcy, insolvency, reorganization and
               other laws relating to or affecting creditors' rights and to
               general equitable principles (whether considered at a
               proceeding in equity or at law); the Junior Subordinated
               Debentures are entitled to the benefits provided by the
               Indenture;

                         (x)  The issue and sale of the Securities and the
               Common Securities by MP&L Capital, the issuance by the
               Company of the Guarantee and the Junior Subordinated
               Debentures, the compliance by the Company and MP&L Capital
               with all of the provisions of this Agreement, the execution,
               delivery and performance by the Company of the Company
               Agreements, the distribution of the Junior Subordinated
               Debentures by MP&L Capital in the circumstances contemplated
               by the Trust Agreement and the consummation of the
               transactions herein and therein contemplated will not (i)
               conflict with or result in a breach or violation of any of
               the terms or provisions of, or constitute a default under,
               any indenture, mortgage, deed of trust, loan agreement or
               other agreement or instrument known to such counsel to which
               the Company or any of its subsidiaries is a party or by
               which the Company or any of its subsidiaries is bound or to
               which any of the property or assets of the Company or any of
               its subsidiaries is subject except for such conflict,
               breach, violation or default which does not have a Material
               Adverse Effect, nor (ii) will such action result in any
               violation of the provisions of the Articles of Incorporation
               or By-laws of the Company or any statute or any order, rule
               or regulation known to such counsel of any court or
               governmental agency or body having jurisdiction over the
               Company or any of its Material Subsidiaries or any of their
               respective properties;

                         (xi) The issue and sale of the Securities and the
               Common Securities by MP&L Capital, the compliance by MP&L
               Capital with all of the provisions of this Agreement, the
               purchase of the Junior Subordinated Debentures by MP&L
               Capital, the distribution of the Junior Subordinated
               Debentures by MP&L Capital in the circumstances contemplated
               by the Trust Agreement and the consummation of the
               transactions contemplated herein and in the Trust Agreement
               will not conflict with or result in a breach or violation of
               any of the terms or provisions of, or constitute a default
               under, any agreement or instrument to which MP&L Capital is
               a party or by which MP&L Capital is bound or to which any of
               the property or assets of MP&L Capital is subject, nor will
               such action result in any violation of the provisions of the
               Trust Agreement or any statute or any order, rule or
               regulation of any court or governmental agency or body
               having jurisdiction over MP&L Capital or any of its
               properties; and no consent, approval, authorization, order,
               registration or qualification of or with any such court or
               governmental agency or body is required for the issue and
               sale of the Securities and the Common Securities  by MP&L
               Capital, the purchase of the Junior Subordinated Debentures
               by MP&L Capital or the consummation by MP&L Capital of the
               transactions contemplated by this Agreement and the Trust
               Agreement, except the registration under the Act and the
               Exchange Act of the Registered Securities, the qualification
               of the Trust Agreement, the Indenture and the Guarantee
               under the TIA, and such consents, approvals, authorizations,
               registrations or qualifications as may be required under
               state securities or Blue Sky laws in connection with the
               purchase and distribution of the Securities by the
               Underwriters;

                         (xii)     No consent, approval, authorization,
               order, registration or qualification of or with any court or
               governmental agency or body having jurisdiction over the
               Company or any of its properties is required for the issue
               of the Guarantee, the issuance and sale of the Junior
               Subordinated Debentures, the distribution of the Junior
               Subordinated Debentures by MP&L Capital in the circumstances
               contemplated by the Trust Agreement or the consummation by
               the Company of the transactions contemplated herein and in
               the Company Agreements, except the registration under the
               Act of the Registered Securities, the qualification of the
               Trust Agreement, the Indenture and the Guarantee under the
               TIA, the entry of the Authorizing Order of the Minnesota
               Commission, and such consents, approvals, authorizations,
               registrations or qualifications as may be required under
               state securities or Blue Sky laws in connection with the
               purchase and distribution of the Securities by the
               Underwriters;

                         (xiii)    The statements set forth in the
               Prospectus under the captions "Description of the Preferred
               Securities", "Description of the Guarantee" and "Description
               of the Junior Subordinated Debentures", insofar as they
               purport to constitute a summary of the terms of the
               securities, documents and instruments therein described, are
               accurate and fairly present the information contained
               therein in all material respects;

                         (xiv)     The documents incorporated by reference
               in the Prospectus or any further amendment or supplement
               thereto made by MP&L Capital or the Company prior to the
               Time of Delivery (other than the financial statements and
               related schedules therein, as to which such counsel need
               express no opinion), when they became effective or were
               filed with the Commission, as the case may be, complied as
               to form in all material respects with the requirements of
               the Exchange Act and the rules and regulations of the
               Commission thereunder; and such counsel has no reason to
               believe that such documents when such documents became
               effective or were so filed, as the case may be, taken
               together as a whole contained, in the case of a registration
               statement which became effective under the Act, an untrue
               statement of a material fact or omitted to state a material
               fact required to be stated therein or necessary to make the
               statements therein not misleading, or in the case of other
               documents which were filed under the Exchange Act with the
               Commission, an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make
               the statements therein, in the light of the circumstances
               under which they were made when such documents were so
               filed, not misleading; and

                         (xv) The Registration Statement and the Prospectus
               and any further amendments and supplements thereto made by
               the Company prior to the Time of Delivery (other than the
               financial statements and related schedules and other
               financial or statistical data contained therein, as to which
               such counsel need express no opinion) comply as to form in
               all material respects with the requirements of the Act and
               the TIA and the rules and regulations thereunder; although
               such counsel does not assume any responsibility for the
               accuracy, completeness or fairness of the statements
               contained in the Registration Statement or the Prospectus,
               except for those referred to in the opinion in subsection
               (xiii) of this section 7(c), such counsel has no reason to
               believe that, as of its effective date, the Registration
               Statement or any further amendment thereto, as of its
               effective date, made by MP&L Capital or the Company prior to
               the Time of Delivery (other than the financial statements
               and related schedules and other financial or statistical
               data contained therein, as to which such counsel need
               express no opinion) contained an untrue statement of a
               material fact or omitted to state a material fact required
               to be stated therein or necessary to make the statements
               therein not misleading or that, as of its date, the
               Prospectus or any further amendment or supplement thereto
               made by MP&L Capital or the Company prior to the Time of
               Delivery (other than the financial statements and related
               schedules and other financial or statistical data contained
               therein, as to which such counsel need express no opinion)
               contained an untrue statement of a material fact or omitted
               to state a material fact necessary to make the statements
               therein, in the light of the circumstances under which they
               were made, not misleading or that, as of the Time of
               Delivery, the Prospectus or any further amendment or
               supplement thereto made by the Company prior to the Time of
               Delivery (other than the financial statements and related
               schedules and other financial or statistical data contained
               therein, as to which such counsel need express no opinion)
               contains an untrue statement of a material fact or omits to
               state a material fact necessary to make the statements
               therein, in the light of the circumstances under which they
               were made, not misleading;

                    (d)  Reid & Priest LLP, counsel for the Company, shall
               have furnished to you their written opinion (a draft of such
               opinion is attached as Annex II(c) hereto) (in rendering
               such opinion, such counsel may rely on the opinion of
               Richards, Layton & Finger delivered pursuant to subsection
               (e) hereof as to matters of Delaware law relating to
               statutory business trusts), dated the Time of Delivery, in
               form and substance satisfactory to you, to the effect that:

                         (i)  This Agreement has been duly authorized,
               executed and delivered by the Company and each of this
               Agreement and the Expense Agreement has been duly
               authorized, executed and delivered by MP&L Capital;

                         (ii) The Company Agreements have each been duly
               authorized, executed and delivered by the Company and each
               of the Company Agreements constitutes a valid and legally
               binding obligation of the Company, enforceable against the
               Company in accordance with its terms, subject, as to
               enforcement, to bankruptcy, insolvency, reorganization and
               other laws relating to or affecting creditors' rights and to
               general equitable principles (whether considered at a
               proceeding in equity or at law); the Trust Agreement, the
               Indenture and the Guarantee have been duly qualified under
               the TIA; the Junior Subordinated Debentures are entitled to
               the benefits provided by the Indenture;

                         (iii)     The Securities, the Common Securities
               and the Junior Subordinated Debentures conform as to legal
               matters to the descriptions thereof contained in the
               Prospectus;

                         (iv) No consent, approval, authorization, order,
               registration or qualification of or with any such court or
               governmental agency or body is required for the issue of the
               Guarantee, the issuance and sale of the Junior Subordinated
               Debentures, the distribution of the Junior Subordinated
               Debentures by MP&L Capital in the circumstances contemplated
               by the Trust Agreement or the consummation by the Company of
               the transactions contemplated herein and in the Company
               Agreements, except the registration under the Act of the
               Registered Securities, the qualification of the Trust
               Agreement, the Indenture and the Guarantee under the TIA,
               the entry of the Authorizing Order of the Minnesota
               Commission, and such consents, approvals, authorizations,
               registrations or qualifications as may be required under
               state securities or Blue Sky laws in connection with the
               purchase and distribution of the Securities by the
               Underwriters;

                         (v)  The statements set forth in the Prospectus
               under the captions "Description of Preferred Securities,"
               "Description of the Guarantee" and "Description of the
               Junior Subordinated Debentures," insofar as they purport to
               constitute a summary of the terms of the securities,
               documents and instruments therein described, and under the
               captions "Certain United States Income Tax Considerations,"
               insofar as they purport to describe the provisions of the
               laws and documents referred to therein, are accurate and
               fairly present the information contained therein in all
               material respects;

                         (vi) Neither MP&L Capital nor the Company is an
               "investment company" or an entity "controlled" by an
               "investment company", as such terms are defined in the
               Investment Company Act;  and

                         (vii)     The Registration Statement and the
               Prospectus and any further amendments and supplements
               thereto made by the Company prior to the Time of Delivery
               (other than the financial statements and related schedules
               and other financial or statistical data contained therein,
               as to which such counsel need express no opinion) comply as
               to form in all material respects with the requirements of
               the Act and the TIA and the rules and regulations
               thereunder; although such counsel does not assume any
               responsibility for the accuracy, completeness or fairness of
               the statements contained in the Registration Statement or
               the Prospectus, except for those referred to in the opinion
               in subsection (xiii) of this section 7(c), such counsel has
               no reason to believe that, as of its effective date, the
               Registration Statement or any further amendment thereto made
               by MP&L Capital or the Company prior to the Time of Delivery
               (other than the financial statements and related schedules
               and other financial or statistical data contained therein,
               as to which such counsel need express no opinion) contained
               an untrue statement of a material fact or omitted to state a
               material fact required to be stated therein or necessary to
               make the statements therein not misleading or that, as of
               its date, the Prospectus or any further amendment or
               supplement thereto made by MP&L Capital or the Company prior
               to the Time of Delivery (other than the financial statements
               and related schedules and other financial or statistical
               data contained therein, as to which such counsel need
               express no opinion) contained an untrue statement of a
               material fact or omitted to state a material fact necessary
               to make the statements therein, in the light of the
               circumstances under which they were made, not misleading or
               that, as of the Time of Delivery, the Prospectus or any
               further amendment or supplement thereto made by the Company
               prior to the Time of Delivery (other than the financial
               statements and related schedules and other financial or
               statistical data contained therein, as to which such counsel
               need express no opinion) contains an untrue statement of a
               material fact or omits to state a material fact necessary to
               make the statements therein, in the light of the
               circumstances under which they were made, not misleading;

                    (e)  Richards, Layton & Finger, special Delaware
               counsel to MP&L Capital and the Company, shall have
               furnished to you, the Company and MP&L Capital their written
               opinion (a draft of such opinion is attached as Annex II(d)
               hereto), dated the Time of Delivery, in form and substance
               satisfactory to you, to the effect that:

                         (i)  MP&L Capital has been duly created and is
               validly existing in good standing as a business trust under
               the Delaware Business Trust Act, and all filings required
               under the laws of the State of Delaware with respect to the
               creation and valid existence of MP&L Capital as a business
               trust have been made;

                         (ii) Under the Delaware Business Trust Act and the
               Trust Agreement, MP&L Capital has the trust power and
               authority to own property and conduct its business, all as
               described in the Prospectus;

                         (iii)     The Trust Agreement constitutes a valid
               and binding obligation of the Company and the Trustees,
               enforceable against the Company and the Trustees in
               accordance with its terms, subject, as to enforcement, to
               (a) bankruptcy, insolvency, moratorium, receivership,
               liquidation, fraudulent conveyance, reorganization and other
               similar laws relating to or affecting the remedies and
               rights of creditors, (b) general principles of  equity,
               including applicable laws relating to fiduciary duties
               (regardless of whether considered or applied in a proceeding
               in equity or at law) and (c) the effect of applicable public
               policy on the enforceability of provisions relating to
               indemnification or contribution;

                         (iv) Under the Delaware Business Trust Act and the
               Trust Agreement, MP&L Capital has the trust power and
               authority (a) to execute and deliver, and to perform its
               obligations under, this Agreement and (b) to issue and
               perform its obligations under the Securities;

                         (v)  Under the Delaware Business Trust Act and the
               Trust Agreement, the execution and delivery by MP&L Capital
               of this Agreement, and the performance by MP&L Capital of
               its obligations hereunder, have been duly authorized by all
               necessary trust  action on the part of MP&L Capital;

                         (vi) The Securities have been duly authorized by
               MP&L Capital and are duly and validly issued and, subject to
               the qualifications set forth herein, fully paid and non-
               assessable undivided beneficial interests in the assets of
               MP&L Capital; the Securityholders, as beneficial owners of
               MP&L Capital, will be entitled to the same limitation of
               personal liability extended to stockholders of private
               corporations for profit organized under the General
               Corporation Law of the State of Delaware; provided that such
               counsel may note that the Securityholders may be obligated,
               pursuant to the Trust Agreement, to (a) provide indemnity
               and/or security in connection with and pay a sum sufficient
               to cover any taxes or governmental charges arising from
               transfers or exchanges of Securities certificates and the
               issuance of replacement Securities certificates and (b)
               provide security and/or indemnity in connection with
               requests of or directions to the Property Trustee (as
               defined in the Trust Agreement) to exercise its rights and
               powers under the Trust Agreement;

                         (vii)     Under the Delaware Business Trust Act
               and the Trust Agreement, the issuance of the Securities is
               not subject to preemptive rights;

                         (viii)    The issuance and sale by MP&L Capital of
               the Securities, the execution, delivery and performance by
               MP&L Capital of this Agreement, the consummation by MP&L
               Capital of the transactions contemplated hereby and
               compliance by MP&L Capital with its obligations hereunder do
               not violate (a) any of the provisions of the Certificate of
               Trust of MP&L Capital or the Trust Agreement, or (b) any
               applicable Delaware law or administrative regulation;

                         (ix) Assuming that MP&L Capital derives no income
               from or connected with sources within the State of Delaware
               and has no assets, activities (other than having a Delaware
               trustee as required by the Delaware Business Trust Act and
               the filing of documents with the Secretary of State of the
               State of Delaware) or employees in the State of Delaware, no
               authorization, approval, consent or order of any Delaware
               court or Delaware governmental authority or Delaware agency
               is required to be obtained by MP&L Capital solely in
               connection with the issuance and sale of the Securities; and

                         (x)  Assuming that MP&L Capital derives no income
               from or connected with sources within the State of Delaware
               and has no assets, activities (other than having a Delaware
               trustee as required by the Delaware Business Trust Act and
               the filing of documents with the Secretary of State of the
               State of Delaware) or employees in the State of Delaware,
               and assuming that MP&L Capital is treated as a grantor trust
               or partnership for federal income tax purposes, the
               Securityholders (other than those holders of the Securities
               who reside or are domiciled in the State of Delaware) will
               have no liability for income taxes imposed by the State of
               Delaware solely as a result of their participation in MP&L
               Capital, and MP&L Capital will not be liable for any income
               tax imposed by the State of Delaware (in rendering the
               opinion expressed in this paragraph (e), such counsel need
               express no opinion concerning the securities laws of the
               State of Delaware);

                    (f)  On the date of the Prospectus at a time prior to
               the execution of this Agreement, on the effective date of
               any post-effective amendment to the Registration Statement
               containing financial information filed subsequent to the
               date of this Agreement and also at the Time of Delivery,
               Price Waterhouse LLP and Ernst & Young LLP shall have
               furnished to you a letter or letters, dated the respective
               dates of delivery thereof, in form and substance
               satisfactory to you, to the effect set forth in Annex I
               hereto (the executed copies of such letter or letters
               delivered prior to execution of this Agreement are attached
               as Annex I(a) hereto and drafts of the forms of letter or
               letters to be delivered on the effective date of any post-
               effective amendment to the Registration Statement and as of
               the Time of Delivery are  attached as Annex I(b) hereto);

                    (g)  The Trust Agreement, the Guarantee and the
               Indenture shall have been executed and delivered, in each
               case in form reasonably satisfactory to you;

                    (h)  (i) Neither MP&L Capital nor the Company and its
               subsidiaries, taken together as a whole, shall have
               sustained since the date of the latest audited financial
               statements included or incorporated by reference in the
               Prospectus any loss or interference with its business from
               fire, explosion, flood or other calamity, whether or not
               covered by insurance, or from any labor dispute or court or
               governmental action, order or decree, otherwise than as set
               forth or contemplated in the Prospectus, and (ii) since the
               respective dates as of which information is given in the
               Prospectus there shall not have been any change in the
               capital stock (other than shares issued under the Stock
               Purchase and Compensation Plans) or long-term debt of the
               Company and its subsidiaries, taken together as a whole, in
               excess of $20,000,000, or any change, or any development
               that could reasonably be expected to involve a prospective
               change, in or affecting the business, management, financial
               position, common or preferred stock equity or results of
               operations of MP&L Capital or the Company and its
               subsidiaries, taken together as a whole, otherwise than as
               set forth or contemplated in the Prospectus, the effect of
               which, in any such case described in Clause (i) or (ii), is
               in the judgment of the Representatives so material and
               adverse as to make it impracticable or inadvisable to
               proceed with the public offering or the delivery of the
               Securities on the terms and in the manner contemplated in
               the Prospectus;

                    (i)  On or after the date hereof up to and including
               the Time of Delivery (i) no downgrading shall have occurred
               in the rating accorded the Company's debt securities or
               preferred stock by any "nationally recognized statistical
               rating organization", as that term is defined by the
               Commission for purposes of Rule 436(g)(2) under the Act,
               and (ii) no such organization shall have publicly announced
               that it has under surveillance or review, with possible 
               negative implications, its rating of any of the Company's
               debt securities or preferred stock;

                    (j)  On or after the date hereof there up to and
               including the Time of Delivery shall not have occurred any
               of the following:  (i) a suspension or material limitation
               in trading in securities generally on the New York Stock
               Exchange; (ii) a suspension or material limitation in
               trading in the Company's securities on the New York Stock
               Exchange; (iii) a general moratorium on commercial banking
               activities declared by either Federal or New York State
               authorities; or (iv) the outbreak or escalation of
               hostilities involving the United States or the declaration
               by the United States of a national emergency or war, if the
               effect of any such event specified in this Clause (iv) in
               the reasonable judgment of the Representatives makes it
               impracticable or inadvisable to proceed with the public
               offering or the delivery of the Securities on the terms and
               in the manner contemplated in the Prospectus;

                    (k)  The Securities to be sold at the Time of Delivery
               by MP&L Capital shall have been duly listed, subject to
               notice of issuance, on the New York Stock Exchange; and

                    (l)  MP&L Capital and the Company shall have furnished
               or caused to be furnished to you at the Time of Delivery
               certificates of officers of MP&L Capital and the Company
               satisfactory to you as to the accuracy of the
               representations and warranties of MP&L Capital and the
               Company herein at and as of such Time of Delivery, as to the
               performance by the Company of all of its obligations
               hereunder to be performed at or prior to such Time of
               Delivery, as to the matters set forth in subsections (a) and
               (h) of this Section and as to such other matters as you may
               reasonably request.

               8.   (a)  MP&L Capital and the Company, jointly and
          severally, will indemnify and hold harmless each Underwriter
          against any losses, claims, damages or liabilities, joint or
          several, to which such Underwriter may become subject, under the
          Act, the Exchange Act or other federal or state statutory law or
          regulation or otherwise, insofar as such losses, claims, damages
          or liabilities (or actions in respect thereof) arise out of or
          are based upon an untrue statement or alleged untrue statement of
          a material fact contained in any Preliminary Prospectus, the
          Registration Statement or the Prospectus, or any amendment or
          supplement thereto, or arise out of or are based upon the
          omission or alleged omission to state therein a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, and will reimburse each Underwriter for
          any legal or other expenses reasonably incurred by such
          Underwriter in connection with investigating or defending any
          such action or claim as such expenses are incurred; provided,
          however, that neither MP&L Capital nor the Company shall be
          liable in any such case to the extent that any such loss, claim,
          damage or liability arises out of or is based upon an untrue
          statement or alleged untrue statement or omission or alleged
          omission made in any Preliminary Prospectus, the Registration
          Statement or the Prospectus or any such amendment or supplement
          in reliance upon and in conformity with written information
          furnished to MP&L Capital and the Company by any Underwriter
          through Goldman, Sachs & Co. expressly for use therein; and
          provided, further, that neither MP&L Capital nor the Company
          shall be liable in any such case with respect to any Preliminary
          Prospectus to the extent that any such loss, claim, damage or
          liability of such Underwriter results from the fact that such
          Underwriter sold Securities to a person as to whom it shall be
          established that there was not sent or given, at or prior to the
          written confirmation of such sale, a copy of the Prospectus
          (excluding documents incorporated by reference) or of the
          Prospectus as then amended or supplemented (excluding documents
          incorporated by reference) in any case where delivery is required
          by the Act if MP&L Capital or the Company has previously
          furnished copies thereof in sufficient quantity to such
          Underwriter and the loss, claim, damage or liability of such
          Underwriter results from an untrue statement or omission of a
          material fact contained in the Preliminary Prospectus which was
          identified in writing at such time to such Underwriter and
          corrected in the Prospectus as then amended or supplemented
          (excluding documents incorporated by reference).

                    (b)  Each Underwriter will indemnify and hold harmless
          MP&L Capital and the Company against any losses, claims, damages
          or liabilities to which MP&L Capital and the Company may become
          subject, under the Act, the Exchange Act or other federal or
          state statutory law or regulation or otherwise, insofar as such
          losses, claims, damages or liabilities (or actions in respect
          thereof) arise out of or are based upon an untrue statement or
          alleged untrue statement of a material fact contained in any
          Preliminary Prospectus, the Registration Statement or the
          Prospectus, or any amendment or supplement thereto, or arise out
          of or are based upon the omission or alleged omission to state
          therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading, in each
          case to the extent, but only to the extent, that such untrue
          statement or alleged untrue statement or omission or alleged
          omission was made in any Preliminary Prospectus, the Registration
          Statement or the Prospectus or any such amendment or supplement
          in reliance upon and in conformity with written information
          furnished to MP&L Capital and the Company by such Underwriter
          through Goldman, Sachs & Co. expressly for use therein; and will
          reimburse MP&L Capital and the Company for any legal or other
          expenses reasonably incurred by the Company in connection with
          investigating or defending any such action or claim as such
          expenses are incurred.

                    (c)  Promptly after receipt by an indemnified party
          under subsection (a) or (b) above of notice of the commencement
          of any action, such indemnified party shall, if a claim in
          respect thereof is to be made against an indemnifying party under
          such subsection, notify an indemnifying party in writing of the
          commencement thereof; but the omission so to notify the
          indemnifying party shall not relieve it from any liability which
          it may have to any indemnified party otherwise than under such
          subsection.  In case any such action shall be brought against any
          indemnified party and it shall notify the indemnifying party of
          the commencement thereof, the indemnifying party shall be
          entitled to participate therein and, to the extent that it shall
          wish, jointly with any other indemnifying party similarly
          notified, to assume the defense thereof, with counsel
          satisfactory to such indemnified party (who shall not, except
          with the consent of the indemnified party, be counsel to the
          indemnifying party), and, after notice from the indemnifying
          party to such indemnified party of its election so to assume the
          defense thereof, the indemnifying party shall not be liable to
          such indemnified party under such subsection for any legal
          expenses of other counsel or any other expenses, in each case
          subsequently incurred by such indemnified party, in connection
          with the defense thereof other than reasonable costs of
          investigation.  No indemnifying party shall, without the written
          consent of the indemnified party, effect the settlement or
          compromise of, or consent to the entry of any judgment with
          respect to, any pending or threatened action or claim in respect
          of which indemnification or contribution may be sought hereunder
          (whether or not the indemnified party is an actual or potential
          party to such action or claim) unless such settlement, compromise
          or judgment (i) includes an unconditional release of the
          indemnified party from all liability arising out of such action
          or claim and (ii) does not include a statement as to, or an
          admission of, fault, culpability or a failure to act, by or on
          behalf of any indemnified party.  An indemnifying party shall not
          be required to indemnify an indemnified party for any amounts
          paid or payable by the indemnifying party in the settlement of
          any action, proceeding or investigation without the written
          consent of the indemnifying party, which consent shall not be
          unreasonably withheld.  An indemnifying party shall not be
          liable, in connection with any proceedings or related proceedings
          in the same jurisdiction, for the fees and expenses of more than
          one separate counsel (in addition to any one local counsel in any
          such jurisdiction) for all of the indemnified parties.

                    (d)  If the indemnification provided for in this
          Section 8 is unavailable to hold harmless an indemnified party 
          under subsection (a) or (b) above in respect of any losses, claims,
          damages or liabilities (or actions in respect thereof) referred 
          to therein, then each indemnifying party shall contribute to the 
          amount paid or payable by such indemnified party as a result of 
          such losses, claims, damages or liabilities (or actions in respect
          thereof) in such proportion as is appropriate to reflect the 
          relative benefits received by MP&L Capital and the Company on the 
          one hand and the Underwriters on the other from the offering of 
          the Securities (taking into account the portion of the proceeds of
          the offering (before deducting expenses) realized by each),
          the relative fault of MP&L Capital and the Company on the one
          hand and the Underwriters on the other in connection with the
          statements or omissions which resulted in such losses, claims,
          damages or liabilities (or actions in respect thereof), as well
          as any other relevant equitable considerations.  Relative fault
          shall be determined by reference to, among other things, whether
          the untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to
          information supplied by MP&L Capital and the Company on the one
          hand or the Underwriters on the other and the parties' relative
          intent, knowledge, access to information and opportunity to
          correct or prevent such statement or omission.  MP&L Capital, the
          Company and the Underwriters agree that it would not be just and
          equitable if contributions pursuant to this subsection (d) were
          determined by pro rata allocation (even if the Underwriters were
          treated as one entity for such purpose) or by any other method of
          allocation which does not take account of the equitable
          considerations referred to above in this subsection (d).  The
          amount paid or payable by an indemnified party as a result of the
          losses, claims, damages or liabilities (or actions in respect
          thereof) referred to above in this subsection (d) shall be deemed
          to include any legal or other expenses reasonably incurred by
          such indemnified party in connection with investigating or
          defending any such action or claim.  Notwithstanding the
          provisions of this subsection (d), no Underwriter shall be
          required to contribute any amount in excess of the amount by
          which the total price at which the Securities underwritten by it
          and distributed to the public were offered to the public exceeds
          the amount of any damages which such Underwriter has otherwise
          been required to pay by reason of such untrue or alleged untrue
          statement or omission or alleged omission.  No person guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f)
          of the Act) shall be entitled to contribution from any person who
          was not guilty of such fraudulent misrepresentation.  The
          Underwriters' obligations in this subsection (d) to contribute
          are several in proportion to their respective underwriting
          obligations and not joint.

                    (e)  The obligations of MP&L Capital and the Company
          under this Section 8 shall be in addition to any liability which
          MP&L Capital and the Company may otherwise have and shall extend,
          upon the same terms and conditions, to each person, if any, who
          controls any Underwriter within the meaning of the Act; and the
          obligations of the Underwriters under this Section 8 shall be in
          addition to any liability which the respective Underwriters may
          otherwise have and shall extend, upon the same terms and
          conditions, to each officer and director of MP&L Capital and the
          Company and to each person, if any, who controls the Company
          within the meaning of the Act.

               9.   (a)  If any Underwriter shall default in its obligation
          to purchase the Securities which it has agreed to purchase
          hereunder, you may in your discretion arrange for you or another
          party or other parties to purchase such Securities on the terms
          contained herein.  If within thirty-six hours after such default
          by any Underwriter you  do not arrange for the purchase of such
          Securities, then MP&L Capital and the Company shall be entitled
          to a further period of thirty-six hours within which to procure
          another party or other parties satisfactory to you  to purchase
          such Securities on such terms.  In the event that, within the
          respective prescribed periods, you notify MP&L Capital and the
          Company that you have so arranged for the purchase of such
          Securities, or MP&L Capital and the Company notify you that it
          has so arranged for the purchase of such Securities, you or MP&L
          Capital and the Company shall have the right to postpone the Time
          of Delivery for a period of not more than seven days, in order to
          effect whatever changes may thereby be made necessary in the
          Registration Statement or the Prospectus, or in any other
          documents or arrangements, and MP&L Capital and the Company agree
          to file promptly any amendments to the Registration Statement or
          the Prospectus which in your reasonable opinion may thereby be
          made necessary. The term "Underwriter" as used in this Agreement
          shall include any person substituted under this Section with like
          effect as if such person had originally been a party to this
          Agreement with respect to such Securities.

                    (b)  If, after giving effect to any arrangements for
          the purchase of the Securities of a defaulting Underwriter or
          Underwriters by you and MP&L Capital and the Company as provided
          in subsection (a) above, the aggregate number of such Securities
          which remains unpurchased does not exceed one-eleventh of the
          aggregate number of all the Securities, then MP&L Capital and the
          Company shall have the right to require each non-defaulting
          Underwriter to purchase the number of Securities which such
          Underwriter agreed to purchase hereunder and, in addition, to
          require each non-defaulting Underwriter to purchase its pro rata
          share (based on the number of Securities which such Underwriter
          agreed to purchase hereunder) of the Securities of such
          defaulting Underwriter or Underwriters for which such
          arrangements have not been made; but nothing herein shall relieve
          a defaulting Underwriter from liability for its default.

                    (c)  If, after giving effect to any arrangements for
          the purchase of the Securities of a defaulting Underwriter or
          Underwriters by you and MP&L Capital and the Company as provided
          in subsection (a) above, the aggregate number of such Securities
          which remains unpurchased exceeds one-eleventh of the aggregate
          number of all the Securities, or if MP&L Capital and the Company
          shall not exercise the right described in subsection (b) above to
          require non-defaulting Underwriters to purchase Securities of a
          defaulting Underwriter or Underwriters, then this Agreement shall
          thereupon terminate, without liability on the part of any non-
          defaulting Underwriter, MP&L Capital or the Company except for
          the expenses to be borne by MP&L Capital and the Company and the
          Underwriters as provided in Section 6 hereof and the indemnity
          and contribution agreements in Section 8 hereof; but nothing
          herein shall relieve a defaulting Underwriter from liability for
          its default.

               10.  The respective indemnities, agreements, representations
          and warranties of MP&L Capital and the Company and the several
          Underwriters, as set forth in this Agreement or made by or on
          behalf of them, respectively, pursuant to this Agreement, shall
          remain in full force and effect, regardless of any investigation
          (or any statement as to the results thereof) made by or on behalf
          of any Underwriter or any controlling person of any Underwriter,
          or MP&L Capital, the Company, or any officer or director or
          controlling person of MP&L Capital or the Company, and shall
          survive delivery of and payment for the Securities.

               11.  If this Agreement shall be terminated pursuant to
          Section 9 hereof, neither MP&L Capital nor the Company shall then
          be under any liability to any Underwriter except as provided in
          Sections 6 and 8 hereof; but, if because of any failure or
          refusal on the part of the Company to comply with the terms of
          this Agreement or because any of the conditions in Section 7 are
          not satisfied, the Securities are not delivered by or on behalf
          of MP&L Capital or the Company as provided herein, MP&L Capital
          and the Company will reimburse the Underwriters through you for
          all out-of-pocket expenses approved in writing by you, including
          fees and disbursements of counsel, reasonably incurred by the
          Underwriters in making preparations for the purchase, sale and
          delivery of the Securities, but MP&L Capital and the Company
          shall then be under no further liability to any Underwriter
          except as provided in Sections 6 and 8 hereof.

               12.  In all dealings hereunder, you shall act on behalf of
          each of the Underwriters, and the parties hereto shall be
          entitled to act and rely upon any statement, request, notice or
          agreement on behalf of any Underwriter made or given by you
          jointly or by Goldman, Sachs & Co. on behalf of you as the
          Representatives.

               All statements, requests, notices and agreements hereunder
          shall be in writing, and if to the Underwriters shall be
          delivered or sent by mail, telex or facsimile transmission to you
          as the Representatives in care of Goldman, Sachs & Co., 85 Broad
          Street, New York, New York 10004, Attention: Registration
          Department; and if to MP&L Capital or the Company shall be
          delivered or sent by mail, telex or facsimile transmission to
          MP&L Capital or the Company in care of the Company, 30 West
          Superior Street, Duluth, Minnesota, 55802, Attention: Chief
          Financial Officer; provided, however, that any notice to an
          Underwriter pursuant to Section 8(c) hereof shall be delivered or
          sent by mail, telex or facsimile transmission to such Underwriter
          at its address set forth in its Underwriters' Questionnaire, or
          telex constituting such Questionnaire, which address will be
          supplied to MP&L Capital and the Company by you upon request. 
          Any such statements, requests, notices or agreements shall take
          effect upon receipt thereof.

               13.  This Agreement shall be binding upon, and inure solely
          to the benefit of, the Underwriters, MP&L Capital, the Company
          and, to the extent provided in Sections 8 and 10 hereof, the
          officers, directors and administrative trustees of MP&L Capital,
          the Company, and each person who controls MP&L Capital or the
          Company, or any Underwriter, and their respective heirs,
          executors, administrators, successors and assigns, and no other
          person shall acquire or have any right under or by virtue of this
          Agreement. No purchaser of any of the Securities from any
          Underwriter shall be deemed a successor or assign by reason
          merely of such purchase.

               14.  Time shall be of the essence of this Agreement.  As
          used herein, the term "business day" shall mean any day when the
          Commission's office in Washington, D.C.  is open for business.

               15.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               16.  This Agreement may be executed by any one or more of
          the parties hereto in any number of counterparts, each of which
          shall be deemed to be an original, but all such counterparts
          shall together constitute one and the same instrument.

          <PAGE>

               If the foregoing is in accordance with your understanding,
          please sign and return to us one for MP&L Capital, the Company
          and each of the Representatives plus one for each counsel
          counterparts hereof, and upon the acceptance hereof by you, on
          behalf of each of the Underwriters, this letter and such
          acceptance hereof shall constitute a binding agreement between
          each of the Underwriters, MP&L Capital and the Company.  It is
          understood that your acceptance of this letter on behalf of each
          of the Underwriters is pursuant to the authority set forth in a
          form of Agreement among Underwriters, the form of which shall be
          submitted to the Company for examination upon request, but
          without warranty on your part as to the authority of the signers
          thereof.

                                        Very truly yours,

                                        MP&L Capital I	


                                        By:____________________________
                                           Name:
                                           Title:


                                        Minnesota Power & Light Company


                                        By:____________________________
                                           Name:
                                           Title:


          Accepted as of the date hereof:

          Goldman, Sachs & Co.
          PaineWebber Incorporated


          By:_______________________________
             Goldman, Sachs & Co.

          On behalf of each of the Underwriters

          <PAGE>

                                      SCHEDULE I


                                                       Total Number
                                                       of Securities to
               Underwriter                             be Purchased
               -----------                             ------------

          Goldman, Sachs & Co.
          PaineWebber Incorporated
          [Names of other Underwriters]







                                                       -------------

                    Total                              =============

          <PAGE>

                                                           ANNEX I


                    Pursuant to Section 7(d) of the Underwriting Agreement,
          the accountants shall furnish letters to the Underwriters to the
          effect that:

                    (i)  They are independent certified public accountants
               with respect to the Company and its subsidiaries within the
               meaning of the Act and the applicable published rules and
               regulations thereunder;

                    (ii)  In their opinion, the financial statements and
               any supplementary financial information and schedules (and,
               if applicable, financial forecasts and/or pro forma
               financial information) examined by them and included or
               incorporated by reference in the Registration Statement or
               the Prospectus comply as to form in all material respects
               with the applicable accounting requirements of the Act or
               the Exchange Act, as applicable, and the related published
               rules and regulations thereunder; and, if applicable, they
               have made a review in accordance with standards established
               by the American Institute of Certified Public Accountants of
               the consolidated interim financial statements, selected
               financial data, pro forma financial information, financial
               forecasts and/or condensed financial statements derived from
               audited financial statements of the Company for the periods
               specified in such letter, as indicated in their reports
               thereon, copies of which have been separately furnished to
               the representatives of the Underwriters (the
               "Representatives");

                    (iii)  They have made a review in accordance with
               standards established by the American Institute of Certified
               Public Accountants of the unaudited condensed consolidated
               statements of income, consolidated balance sheets and
               consolidated statements of cash flows included in the
               Prospectus and/or included in the Company's quarterly report
               on Form 10-Q incorporated by reference into the Prospectus
               as indicated in their reports thereon copies of which have
               been separately furnished to the Representatives; and on the
               basis of specified procedures including inquiries of
               officials of the Company who have responsibility for
               financial and accounting matters regarding whether the
               unaudited condensed consolidated financial statements
               referred to in paragraph (vi)(A)(i) below comply as to form
               in the related in all material respects with the applicable
               accounting requirements of the Act and the Exchange Act and
               the related published rules and regulations, nothing came to
               their attention that caused them to believe that the
               unaudited condensed consolidated financial statements do not
               comply as to form in all material respects with the
               applicable accounting requirements of the Act and the
               Exchange Act and the related published rules and
               regulations;

                    (iv)  The unaudited selected financial information with
               respect to the consolidated results of operations and
               financial position of the Company for the five most recent
               fiscal years included in the Prospectus and included or
               incorporated by reference in Item 6 of the Company's Annual
               Report on Form 10-K for the most recent fiscal year agrees
               with the corresponding amounts (after restatement where
               applicable) in the audited consolidated financial statements
               for such five fiscal years which were included or
               incorporated by reference in the Company's Annual Reports on
               Form 10-K for such fiscal years;

                    (v)  They have compared the information in the
               Prospectus under selected captions with the disclosure
               requirements of Regulation S-K and on the basis of limited
               procedures specified in such letter nothing came to their
               attention as a result of the foregoing procedures that
               caused them to believe that this information does not
               conform in all material respects with the disclosure
               requirements of Items 301, 302, 402 and 503(d),
               respectively, of Regulation S-K;

                    (vi)  On the basis of limited procedures, not
               constituting an examination in accordance with generally
               accepted auditing standards, consisting of a reading of the
               unaudited financial statements and other information
               referred to below, a reading of the latest available interim
               financial statements of the Company and its subsidiaries,
               inspection of the minute books of the Company and its
               subsidiaries since the date of the latest audited financial
               statements included or incorporated by reference in the
               Prospectus, inquiries of officials of the Company and its
               subsidiaries responsible for financial and accounting
               matters and such other inquiries and procedures as may be
               specified in such letter, nothing came to their attention
               that caused them to believe that:

                         (A)  (i)  the unaudited condensed consolidated
                    statements of income, consolidated balance sheets and
                    consolidated statements of cash flows included in the
                    Prospectus and/or included or incorporated by reference
                    in the Company's Quarterly Reports on Form 10-Q
                    incorporated by reference in the Prospectus do not
                    comply as to form in all material respects with the
                    applicable accounting requirements of the Exchange Act
                    and the related published rules and regulations, or
                    (ii) any material modifications should be made to the
                    unaudited condensed consolidated statements of income,
                    consolidated balance sheets and consolidated statements
                    of cash flows included in the Prospectus or included in
                    the Company's Quarterly Reports on Form 10-Q
                    incorporated by reference in the Prospectus, for them
                    to be in conformity with generally accepted accounting
                    principles;

                         (B)  any other unaudited income statement data and
                    balance sheet items included in the Prospectus do not
                    agree with the corresponding items in the unaudited
                    consolidated financial statements from which such data
                    and items were derived, and any such unaudited data and
                    items were not determined on a basis substantially
                    consistent with the basis for the corresponding amounts
                    in the audited consolidated financial statements
                    included or incorporated by reference in the Company's
                    Annual Report on Form 10-K for the most recent fiscal
                    year;

                         (C)  the unaudited financial statements which were
                    not included in the Prospectus but from which were
                    derived the unaudited condensed financial statements
                    referred to in Clause (A) and any unaudited income
                    statement data and balance sheet items included in the
                    Prospectus and referred to in Clause (B) were not
                    determined on a basis substantially consistent with the
                    basis for the audited financial statements included or
                    incorporated by reference in the Company's Annual
                    Report on Form 10-K for the most recent fiscal year;

                         (D)  any unaudited pro forma consolidated
                    condensed financial statements included or incorporated
                    by reference in the Prospectus do not comply as to form
                    in all material respects with the applicable accounting
                    requirements of the Act and the published rules and
                    regulations thereunder or the pro forma adjustments
                    have not been properly applied to the historical
                    amounts in the compilation of those statements;

                         (E)  as of a specified date not more than five
                    days prior to the date of such letter, there have been
                    any changes in the consolidated capital stock (other
                    than issuances of capital stock upon exercise of
                    options and stock appreciation rights, upon earn-outs
                    of performance shares and upon conversions of
                    convertible securities, in each case which were
                    outstanding on the date of the latest balance sheet
                    included or incorporated by reference in the
                    Prospectus) or any increase in the consolidated
                    long-term debt of the Company and its subsidiaries, or
                    any decreases in consolidated net current assets or
                    stockholders' equity or other items specified by the
                    Representatives, or any increases in any items
                    specified by the Representatives, in each case as
                    compared with amounts shown in the latest balance sheet
                    included or incorporated by reference in the
                    Prospectus, except in each case for changes, increases
                    or decreases which the Prospectus discloses have
                    occurred or may occur or which are described in such
                    letter; and

                         (F)  for the period from the date of the latest
                    financial statements included or incorporated by
                    reference in the Prospectus to the specified date
                    referred to in Clause (E) there were any decreases in
                    consolidated net revenues or operating profit or the
                    total or per share amounts of consolidated net income
                    or other items specified by the Representatives, or any
                    increases in any items specified by the
                    Representatives, in each case as compared with the
                    comparable period of the preceding year and with any
                    other period of corresponding length specified by the
                    Representatives, except in each case for increases or
                    decreases which the Prospectus discloses have occurred
                    or may occur or which are described in such letter; and

                    (vii)  In addition to the examination referred to in
               their report(s) included or incorporated by reference in the
               Prospectus and the limited procedures, inspection of minute
               books, inquiries and other procedures referred to in
               paragraphs (iii) and (vi) above, they have carried out
               certain specified procedures, not constituting an
               examination in accordance with generally accepted auditing
               standards, with respect to certain amounts, percentages and
               financial information specified by the Representatives which
               are derived from the general accounting records of the
               Company and its subsidiaries, which appear in the Prospectus
               (excluding documents incorporated by reference) or in Part
               II of, or in exhibits and schedules to, the Registration
               Statement specified by the Representatives or in documents
               incorporated by reference in the Prospectus specified by the
               Representatives, and have compared certain of such amounts,
               percentages and financial information with the accounting
               records of the Company and its subsidiaries and have found
               them to be in agreement.


