Escrow Account until used and applied in accordance with Paragraph
2 hereof.

          7.  The Escrow Agent will give written Notice of Redemp-
tion of the Series K Bonds maturing on and after May 1, 2000, by
sending a Notice of Redemption substantially in the form attached
hereto as Exhibit B "Second Notice" to each registered bondowner
via first class mail not less than thirty (30) nor more than sixty
(60) days prior to the redemption date.    The Escrow Agent shall
also send a copy of the Notice of Redemption substantially in the
form attached hereto as Exhibit B "First Notice" to each registered
bondowner as soon as practicable after the deposit into the Escrow
Account of amounts sufficient to defease the Series K Bonds to be
called for redemption on May 1, 1999.

          8.  After the application by the Trustee Escrow Agent of
sufficient funds from the Escrow Account to meet all of the
requirements of Paragraphs 2(a) and (b) hereof, including the
requirements of any of the Series K Bonds called for redemption
(and/or checks for payment of interest on the Series K Bonds and/or
for payment of the redemption price of the Series K Bonds, which
have not yet been cashed), any surplus remaining after May 1, 1999,
shall be deposited into the Bond Fund created in Section 4.05 of
the Resolution.

          9.  The parties hereto agree that all of the foregoing
provisions are binding on each of the parties until and including
May 1, 1999, the date on which all of the funds held in the Escrow
Account have been transferred to the Trustee as hereinabove pro-
vided.

          10. In the event of a change in Trustee pursuant to the
provisions of the Resolution, the successor Trustee shall become
the successor Trustee Escrow Agent, in which event the Trustee
Escrow Agent shall, upon receipt of written notice of the aforemen-
tioned Successor Trustee Escrow Agent, transfer all investments and
funds in the Escrow Account to the Successor Trustee Escrow Agent
and thereupon the Trustee Escrow Agent shall be relieved from
further liability of the administration of the Escrow Account.

           11. The Trustee Escrow Agent may rely, and shall be
protected in acting or refraining from acting, upon any instrument
furnished to it hereunder and believed by it to be genuine and
believed by it to have been signed or presented by the appropriate
party or parties (including without limitation, with respect to any
corporation, any instrument purporting to have been signed on its
behalf by its president, any of its vice-presidents, its treasurer
or its secretary). The Trustee Escrow Agent shall not be liable
for any action (or any refraining from action) taken by it in good
faith and believed by it to be authorized or within the rights or
powers conferred upon it in this Agreement. The Trustee Escrow
Agent may consult with counsel of its choice and shall be fully
protected in acting or refraining to act in good faith and in
accordance with the opinion of such counsel.



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