and transferred to the Trustee and applied to redeem
              on June 1, 1996, the $2,405,000 of the Series L
              Bonds scheduled to mature on and after June 1, 1997,
              at a redemption price of $2,477,150 (the redemption
              price being 103% of the principal amount of the
              Series L Bonds to be redeemed), plus accrued
              interest to date of redemption, which Series L Bonds
              will have been called for redemption on such date.

          5.   The Escrow Agreement and Escrow Account are irrevoc-
able, and the owners of the Series J Bonds scheduled to mature on
and after June 1, 1995, and the Series L Bonds scheduled to mature
on and after June 1, 1997, shall have an express lien on all monies
and investments in the Escrow Account until used and applied in
accordance with Paragraph 2 hereof.

          6.   The Escrow Agent will give written Notice of Redemp-
tion of the Series J Bonds maturing on and after June 1, 1995, by
publishing a notice of redemption substantially in the form
attached hereto as Exhibit B "Second Notice" in THE BOND BUYER, New
York, New York, not less than thirty (30) days prior to June 1,
1994. The Escrow Agent will give written Notice of Redemption of
the Series L Bonds maturing on and after June 1, 1997, 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 Series L
Bondowner as soon as practicable after the deposit into the Escrow
Account of amounts sufficient to defease the Series L Bonds to be
called for redemption on June 1, 1996.

          7.   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), (b) and (c) hereof, including the
requirements of any of the Series J Bonds and Series L Bonds called
for redemption (and/or checks for payment of interest on the Series
L Bonds and/or for payment of the redemption price of the Series J
Bonds or Series L Bonds, which have not yet been cashed), any
surplus remaining after June 1, 1996, shall be deposited into the
1965 Sinking Fund created in the Trust Indenture dated June 1,
1965.

          8.   The parties hereto agree that all of the foregoing
provisions are binding on each of the parties until and including
June 1, 1996, the date on which all of the funds held in the Escrow
Account have been transferred to the Trustee as hereinabove pro-
vided.

          9.   In the event of a change in Trustee pursuant to the
provisions of the Trust Indenture of June 1, 1965, the successor
Trustee shall become the successor Trustee Escrow Agent, in which
event the Trustee Escrow Agent shall, upon receipt of written



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