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I. Prior to closing on the Bonds on March 23 Igy 4 , there shall be deposited with DTC one Bond certificate registered in the name of DTC's nominee. Cede & Co.. for each stated matnnnh of the Bonds in the face amounts set forth on Schedule A hereto. the total of which represents U0t)9c of the principal amount or such Bonds. If. however, the aggregate principal amount of any maturity exceeds S150 million, one certificate will be issued with respect to each 8150 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each S150 million Bond certificate shall bear the following legend: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange,or payment. and any certificate issued is registered in the name of Cede &Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &Co.or to such other entity as is requested by'an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,Cede&Co.,has an interest herein. 2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or Agent shall establish a record date for such purposes(with no provision for revocation of consents or votes by subsequent holders) and shall, to the extent possible, send notice of such record date to DTC not less than 15 calendar days in advance of such record date. 3. In the event of a full or partial redemption or an advance refunding of part of the outstanding Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and (c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or List of each CUSIP submitted in that transmission. (The party sending such notice shall have a method to verify subsequently the use of such means and the timeliness of such notice.)The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or,in the case of an advance refunding,the date that the proceeds are deposited in escrow. 4. In the event of an invitation to tender the Bonds, notice by Issuer or Agent to Bondholders specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a secure means in the manner set forth in the preceding Paragraph. 5.All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds. 6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed by telephoning(212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by any other means shall be sent to: Supervisor; Proxy Reorganization Department The Depository Trust Company 7 Hanover Square;23rd Floor New York, NY 10004-2695 -z- •