the Board and shall be entitled to the benefits and security of the
Resolution and this Series M (Second Series) Resolution to the same
extent as the Series M (Second Series) Bond or Series M (Second
Series) Bonds in lieu of which such exchange Series M (Second
Series) Bond is delivered.

          No Series M (Second Series) Bond shall be valid or
obligatory for any purpose or be entitled to any security or
benefit of the Resolution or this Series M (Second Series) Resolu-
tion unless and until such Series M (Second Series) Bond has been
duly authenticated by the Trustee by the execution of the Authenti-
cation Certificate of Trustee appearing on such Series M (Second
Series) Bond.  Such Certificate appearing on any Series M (Second
Series) Bond shall be deemed to have been duly executed by the
Trustee If manually signed by an authorized officer of the Trustee.
It shall not be required that the same officer of the Trustee sign
such Certificate on all of the Series M (Second Series) Bonds.

          If any Series M (Second Series) Bond shall be mutilated,
lost, stolen or destroyed, the Board may execute, authenticate and
deliver a new Series M (Second Series) Bond of like maturity and
tenor in lieu of and in substitution for the Series M (Second
Series) Bond mutilated, lost, stolen or destroyed; provided that,
in the case of any mutilated Series M (Second Series) Bond, such
mutilated Series M (Second Series) Bond shall first be surrendered
to the Board, and in the case of any lost, stolen or destroyed
Series M (Second Series) Bond, there shall be first furnished to
the Board satisfactory evidence of the ownership of such Series M
(Second Series) Bond and of such loss, theft or destruction,
together with indemnity satisfactory to the Board. If any such
Series M (Second Series) Bond shall have matured, the Board may pay
the same instead of issuing a new Series M (Second Series) Bond.
The Board may charge the owner of such Series M (Second Series)
Bond its reasonable fees and expenses in this connection.

          Section 2.05.  Redemption   Provisions.    The   Series   M
(Second Series) Bonds maturing on and after May 1, 2005, shall be
subject to redemption by the Board prior to maturity, in whole or
in part, in the inverse order of their maturities (less than all of
a single maturity to be selected by lot), on any Interest Payment
Date falling on or after May 1, 2004, at a redemption price,
expressed as a percentage of the principal amount of the Bonds
called for redemption, plus unpaid interest accrued to the date of
redemption, as follows:

          Redemption Dates (inclusive)       Redemption Prices

          May 1, 2004 through November 1, 2005     102%
          May 1, 2006 through November 1, 2007     101%
          May 1, 2008, and thereafter              100%

          In the event that a Series M (Second Series) Bond subject
to redemption is in a denomination larger than $5,000, a portion of
such Series M (Second Series) Bond may be redeemed, but only in a



6