BANK ONE, LEXINGTON, NA,
                                  Lexington, Kentucky, Trustee


                                  By
                                              Authorized Officer



 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as
though they were written out in full according to applicable laws or regulations:
  TEN Ca4  -- as tenants in common  UNIF TIRANS MIN ACT -  Custodian
  TEr ENT  - - as tenants by the entireties  (Cust)      (Minor)
  JT   -- as joint tenants with right
           of survivorship and not as       under Unifore Transfers to Minors Act
           tenants in con
                                                                (State)
                Additional abbreviations my also be used though not in list above.


                                ASSIGNMENT

           For value received, the undersigned hereby sells, assigns
and transfers unto
the within Series M (Second Series) Bond and hereby irrevocably
constitutes and appoints
attorney to transfer the within Series M (Second Series) Bond on
the books kept for registration and transfer of said Series M
(Second Series) Bond, with full power of substitution in the
premises.

Dated:
                                   (Signature must correspond with name
                                   of Registered Owner as it appears on
                                   the front of this Bond in every
                                   particular, without alteration, en-
                                   largement or any change whatsoever.)

                                   Social Security Number or other
                                   taxpayer identification number:

Signature Guaranteed By:



Notice:  Signatures must be guaranteed by a member firm of the New
York Stock Exchange or a commercial bank or trust company.

                ARTICLE III. MISCELLANEOUS PROVISIONS

            Section 3.01.  The Trustee.  For the purpose of securing
the payment of both the principal of and interest on all of the
Series C through N Bonds, the Series M (Second Series) Bonds
authorized herein, and any additional parity bonds which may
hereafter be issued and outstanding pursuant to the conditions and



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