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South Dakota Public Utilities Commission Meeting

Monday, November 22, 2004 at 8:30 A.M.

State Capitol Building, Room 412

Pierre, South Dakota

NOTE: If you wish to join this meeting by conference call, please contact the Commission at 605-773-3201.

NOTE: Notice is further given to persons with disabilities that this Commission meeting is being held in a physically accessible place. If you have special needs, please notify the Commission and we will make all necessary arrangements.

AGENDA OF THE AD HOC MEETING

Electric

1. EL04-026 In the Matter of the Petition of Black Hills Corporation for a Statement to the Securities and Exchange Commission Regarding Investment in Foreign Utilities. (Staff Analyst: Dave Jacobson, Staff Attorney: Karen Cremer)

Black Hills Corporation (Black Hills) has filed an application with the Securities and Exchange Commission (SEC) requesting various approvals and authorizations in connection with its anticipated registration as a public utility holding company under PUHCA. In the filing, Black Hills is requesting authorization from the SEC to retain its existing investments in Exempt Wholesale Generators and to issue and finance additional investments in Exempt Wholesale Generators and Foreign Utility Companies. As part of this process, the SEC will send letters to each state regulatory commission having regulatory authority of Black Hills' regulated utility requesting confirmation that such commission's regulatory authority is sufficient to assure that Black Hills' retention of its existing investments and any proposed issue and sale of securities to finance the acquisition of additional investments will not have an adverse impact on Black Hills' customers or the commission's ability to protect the customers of Black Hills Power. On November 1, 2004, the SEC filed a letter with the PUC requesting the Commission's views as to its authority and resources to protect ratepayers subject to its jurisdiction and its intention to exercise that authority in light of Black Hills' potential additional investments in exempt wholesale generators and foreign utility companies.

TODAY, how shall the Commission proceed?

Heather K. Forney

Deputy Executive Director

heather.forney@state.sd.us

November 19, 2004