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March 15, 2004 Page 396
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<br />redemption, plus a redemption premium of 1/2 of 1% of the principal amount of
<br />each Bond to be redeemed for each period of 12 months or part thereof between
<br />the redemption date and the maturity date of such Bond, such premium not to
<br />exceed 2% of such principal amount.]
<br /> If less than all of the Bonds of any one maturity shall be called for
<br />redemption, the particular Bonds or portions of Bonds of such maturity to be
<br />redeemed shall be selected by lot in such manner as the Issuer in its
<br />discretion may determine; provided, however, that the portion of any Bond to
<br />be redeemed shall be in the principal amount of $5,000 or some whole multiple
<br />thereof and that, in selecting Bonds for redemption, each Bond shall be
<br />considered as representing that number of Bonds which is obtained by dividing
<br />the principal amount of such Bond by $5,000. If less than all of the Bonds
<br />stated to mature on different dates shall be called for redemption, the
<br />particular Bonds or portions thereof to be redeemed shall be called in such
<br />maturities and amounts of those maturities as shall be determined by the
<br />Issuer.
<br /> Not more than 60 days nor less than 30 days before the redemption date
<br />of any Bonds to be redeemed, whether such redemption be in whole or in part,
<br />the Issuer shall cause a notice of such redemption to be filed with the Bond
<br />Registrar and to be mailed, postage prepaid, to the registered owner of each
<br />Bond to be redeemed in whole or in part at the address of said owner
<br />appearing upon the registration books of the Issuer. Failure to mail such
<br />notice or any defect therein as to any Bond or portion thereof shall not
<br />affect the validity of the redemption as to any Bond or portion thereof for
<br />which such notice was given as required hereby. On the date fixed for
<br />redemption, notice having been given as aforesaid, the Bonds or portions
<br />thereof so called for redemption shall be due and payable at the redemption
<br />price provided therefor, plus accrued interest to such date. If moneys for
<br />payment of such redemption price and the accrued interest are held by the
<br />Bond Registrar as provided in the Resolution, interest on the Bonds or the
<br />portions thereof called for redemption shall cease to accrue. If a portion
<br />of this Bond shall be called for redemption, a new Bond or Bonds in principal
<br />amount equal to the unredeemed portion hereof will be issued to the
<br />registered owner hereof or the legal representative of said owner upon the
<br />surrender hereof.]
<br />
<br /> [The following four paragraphs are to be included in the form of Bond
<br /> so long as the Bonds are being issued pursuant to a book-entry system.]
<br />
<br /> The Bonds initially ~are being issued by means of a book-entry system
<br />with no physical distribution of Bond certificates to be made except as
<br />provided in the Resolution. Initially one fully registered Bond certificate
<br />for each stated maturity of the Bonds, in the aggregate principal amount 6f
<br />the Bonds of such stated maturity and registered in the name of the
<br />Securities Depository Nominee (as defined in the Resolution), a nominee of
<br />the Securities Depository (as defined in the Resolution), is being issued and
<br />required to be deposited with the Securities Depository and immobilized in
<br />its custody. The book-entry system of the Securities Depository will
<br />evidence positions held in the Bonds by the Securities Depository's
<br />participants, with beneficial ownership of the Bonds in the principal amount
<br />of $5,000 or any whole multiple thereof being evidenced in the records of
<br />such participants. Transfers of beneficial ownership will be effected on the
<br />records of the Securities Depository and its participants pursuant to rules
<br />and procedures established by the Securities Depository and its participants.
<br /> The Issuer and the Bond Registrar will recognize the Securities
<br />Depository Nominee or the Securities Depository, as the case may be, while
<br />the registered owner of this Bond, as the owner of this Bond for all
<br />purposes, including payments of principal of, and redemption premium, if any,
<br />and interest on, this Bond, notices and voting. Transfer of principal and
<br />interest and any redemption premium payments to participants of the
<br />Securities Depository will be the responsibility of the Securities
<br />Depository, and transfer of principal and interest and any redemption premium
<br />payments to beneficial owners of the Bonds by participants of the Securities
<br />Depository will be the responsibility of such participants and other nominees
<br />of such beneficial owners. The Issuer and the Bond Registrar will not be
<br />responsible or liable for such transfers of payments or for maintaining,
<br />supervising or reviewing records maintained by the Securities Depository, its
<br />participants or persons acting through such participants.
<br /> While the Securities Depository Nominee or the Securities Depository,
<br /> as the case may be, is the owner of this Bond, notwithstanding the provisions
<br /> hereinabove contained, payments of principal of, redemption premium, if any,
<br /> and interest on this Bond shall be made to the Securities Depository Nominee
<br /> or the Securities Depository, as the case may be, by wire transfer in
<br /> immediately available funds to the account of said holder as may be specified
<br /> in the bond registration books maintained by the Bond Registrar or by such
<br /> other method of payment as the Issuer may determine to be necessary or
<br /> advisable with the concurrence of the Securities Depository. In addition, so
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