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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 April ], 2004, and will be issued as fully registered bonds in
<br />the denominations of $5,000 or any integral multiple thereof. Interest on the Bonds will be payable semiannually
<br />on each April I and October I, commencing October 1,2004. The Bonds when issued, will be registered in the
<br />name of Cede & Co. (the "Registered Holder"), as nominee of The Depository Trust Company, New York, New
<br />York ("DTC"), the initial custodian for the Bonds, to which principal and interest payments on the Bonds will be
<br />made so long as Cede & Co. is the Registered Holder of the Bonds. See "Book-Entry System" in Description of
<br />Bonds herein for additional information. So long as the Book-Entry Only System is used, individual purchases of
<br />the Bonds will be made in book-entry form only, in the principal amount of $5,000 or any integral multiple thereof
<br />("Authorized Denominations"). Individual purchasers ("Beneficial Owners") of the Bonds will not receive
<br />physical delivery of bond certificates, and registration, exchange, transfer, tender and redemption of the Prior
<br />Bonds with respect to Beneficial Owners shall be governed by the Book-Entry Only 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 surrender
<br />at the Paying Agent and Bond Registrar or a duly appointed successor. Interest on the Bonds will be paid by check
<br />or draft mailed by the Bond Registrar to the registered holders thereof as such appear on the registration books
<br />maintained by the Bond Registrar as of the close of business on the fifteenth day (whether or not a business day) of
<br />the calendar month preceding each interest payment date (the "Record Date").
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<br />Registration, Transfer and Excbange
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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 having
<br />the same form, terms, interest rates and maturities as the Bonds being exchanged. The Bond Registrar will require
<br />the payment by the Bondholder requesting such exchange or transfer of any tax or governmental charge required to
<br />be paid with respect to such exchange or transfer. The Bond Registrar is not required to (i) issue, transfer or
<br />exchange any Bond during a period beginning at the opening of business fifteen days before any selection of
<br />Bonds of a particular stated maturity for redemption in accordance with the provisions of the General Resolution
<br />and Series Resolution and ending on the day of the first mailing of the relevant notice of redemption or (ii) to
<br />transfer any Bond or portion thereof selected for redemption. .
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<br />Optional Redemption
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<br />Bonds maturing on April I, 2007 are subject to optional redemption, in whole or in part, on April I, 2005, and on
<br />any date thereafter, in inverse order of stated maturities and by lot within a stated maturity, at a price of par, plus
<br />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 nominee
<br />for DTC, for each maturity of the Bonds as set forth on the cover page hereof, each in the aggregate principal
<br />amount of such maturity. So long as Cede & Co. is the registered owner of the Bonds, references herein to the
<br />Owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds.
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<br />DTC is a limited purpose trust company organized under the laws of tbe State of New York, a member of the
<br />Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code
<br />and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of
<br />1934, as amended.
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