principal amount equal to $5,000 or an integral multiple thereof.
Upon surrender of any Series M (Second Series) Bond for redemption
in part, the Trustee,   in accordance with this Series M (Second
Series) Resolution, shall authenticate and deliver an exchange
Series M (Second Series) Bond or Series M (Second Series) Bonds in
an aggregate principal amount equal to the unredeemed portion of
the Series M (Second Series) Bond so surrendered.

          The Trustee shall give notice of any redemption by
sending such notice by United States mail, first class, postage
prepaid, not less than thirty (30) and not more than sixty (60)
days prior to the date fixed for redemption, to the Registered
Owner of each Series M (Second Series) Bond to be redeemed in whole
or in part at the address shown on the Bond Register as of the date
of mailing of such notice. Such notice shall state the redemption
date, the place at which the Bonds are to be surrendered for
payment, and, if less than all of the Series M (Second Series)
Bonds outstanding are to be redeemed, an identification of the
Series M (Second Series) Bonds or portions thereof to be redeemed.
Any notice mailed as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the Bondowner
receives such notice.

          Prior to each redemption date, the Trustee shall make
provision, to the extent funds are then available therefor, for the
payment of the redemption price of the Series M (Second Series)
Bonds to be redeemed on such date by setting aside and holding in
trust an amount sufficient to pay such redemption price.        Upon
presentation and surrender of any such Series M (Second Series)
Bond at the main corporate trust office of the Trustee on or after
the date fixed for redemption, the Trustee shall pay the Redemption
Price of such Bond (plus accrued interest to the date of redemp-
tion) from the funds set aside for such purpose.

          All of said Bonds as to which the Board reserves and
exercises the right of redemption and as to which notice as afore-
said shall have been given, and for the retirement of which, upon
the terms aforesaid, funds are duly provided, will cease to bear
interest on the redemption date.

          The Trustee shall not be required to transfer or exchange
any Series M (Second Series) Bonds (i) during the period between
the Record Date and the next Interest Payment Date of such Series M
(Second Series) Bond; (ii) after notice calling such Series M
(Second Series) Bond for redemption has been mailed; or (iii)
during a period of fifteen (15) days next preceding the mailing of
a notice of redemption of any Series M (Second Series) Bond.

           No service charge shall be made for any transfer or
exchange of Series M (Second Series) Bonds, but the Board and the
Trustee may require payment of a sum sufficient to cover any tax or
any other governmental charge that may be imposed in connection
with any transfer or exchange of Series M (Second Series) Bonds,
except in the case of the issuance of a Bond or Bonds for the



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