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<br />DESCRIPTION OF BONDS
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<br />Details of Certain Terms
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<br />The Bonds will be dated, as originally issued, as of October 1, 2002, and will be issued as fully registered bonds
<br />in the denominations of $5,000 or any integral multiple thereof. Interest on the Bonds will be payable
<br />semiannually on each February 1 and August 1, commencing August 1,2003. The Bonds when issued, will be
<br />registered in the name of Cede & Co. (the "Registered Holder"), as nominee of The Depository Trust Company,
<br />New York, New York ("DTC"), the initial custodian for the Bonds, to which principal and interest payments on
<br />the Bonds will be made so long as Cede & Co. is the Registered Holder of the Bonds. See "Book-Entry System"
<br />in Description of Bonds herein for additional information. So long as the Book-Entry Only System is used,
<br />individual purchases of the Bonds will be made in book-entry form only, in the principal amount of $5,000 or
<br />any integral multiple thereof ("Authorized Denominations"). Individual purchasers ("Beneficial Owners") of the
<br />Bonds will not receive physical delivery of bond certificates, and registration, exchange, transfer, tender and
<br />redemption of the Prior Bonds with respect to Beneficial Owners shall be governed by the Book-Entry Only
<br />System.
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<br />So long as the Book-Entry Only System is used, payments from Cede & Co., as the Record Holder, to the
<br />Beneficial Owners shall be governed by the Book-Entry Only System. If the Book-Entry Only System is
<br />discontinued, the principal of and premium, if any, on the Bonds will be payable upon presentation and
<br />surrender at the Paying Agent and Bond Registrar or a duly appointed successor. Interest on the Bonds will be
<br />paid by check or draft mailed by the Bond Registrar to the registered holders thereof as such appear on the
<br />registration books maintained by the Bond Registrar as of the close of business on the fifteenth day (whether or
<br />not a business day) of the calendar month preceding each interest payment date (the "Record Date").
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<br />Registration, Transfer and Exchange
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<br />So long as the Book-Entry Only System is used, payments from Cede & Co., as the Record Holder, to the
<br />Beneficial Owners shall be governed by the Book-Entry Only System. If the Book-Entry Only System is
<br />discontinued, the Bonds may be transferred upon surrender of the Bonds at the principal office of the Bond
<br />Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or
<br />his or her attorney duly authorized in writing. The Bonds, upon surrender thereof at the principal office of the
<br />Bond Registrar may also be exchanged for other Bonds of the same series, of any authorized denominations
<br />having the same form, terms, interest rates and maturities as the Bonds being exchanged. The Bond Registrar
<br />will require the payment by the Bondholder requesting such exchange or transfer of any tax or governmental
<br />charge required to be paid with respect to such exchange or transfer. The Bond Registrar is not required to (i)
<br />issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen days before
<br />any selection of Bonds of a particular slated maturity for redemption in accordance with the provisions of the
<br />General Resolution and Series Resolution and ending on the day of the first mailing of the relevant notice of
<br />redemption or (ii) to transfer any Bond or portion thereof selected for redemption.
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<br />Optional Redemption
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<br />The Bonds having stated maturities on or after February 1, 2008 are subject to optional redemption, in whole or
<br />in part, on February 1,2007, and on any date thereafter, in inverse order of stated maturities and by lot within a
<br />stated maturity, at a price of par, plus accrued interest.
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<br />Book-Entry System
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<br />The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds.
<br />Upon issuance of the Bonds, one fully registered Bond will be registered in the name of Cede & Co., as nomi-
<br />nee for DTC, for each maturity of the Bonds as set forth on the cover page hereof, each in the aggregate princi-
<br />pal amount of such maturity. So long as Cede & Co. is the registered owner of the Bonds, references herein to
<br />the Owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds.
<br />
<br />DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the
<br />Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
<br />Code and a "clearing agency" registered pursuant to the provisions of Section ] 7 A of the Securities Exchange
<br />Act of 1934, as amended.
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