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103570737v6 <br />Section 8. Make -Whole Amount. <br />10 <br />201500400 <br />"Make -Whole Amount" means, with respect to any First Mortgage Bond, an amount <br />equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with <br />respect to the Called Principal of such First Mortgage Bond over the amount of such Called <br />Principal, provided that the Make -Whole Amount may in no event be less than zero. For the <br />purposes of determining the Make -Whole Amount, the following terms have the following <br />meanings: <br />"Called Principal" means, with respect to any First Mortgage Bond, the principal of such <br />First Mortgage Bond that is to be redeemed pursuant to Article III Section 4. <br />"Discounted Value" means, with respect to the Called Principal of any First Mortgage <br />Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to <br />such Called Principal from their respective scheduled due dates to the Settlement Date with <br />respect to such Called Principal, in accordance with accepted financial practice and at a discount <br />factor (applied on the same periodic basis as that on which interest on such First Mortgage Bonds <br />is payable) equal to the Reinvestment Yield with respect to such Called Principal. <br />"Reinvestment Yield" means, with respect to the Called Principal of any First Mortgage <br />Bond, .50% (50 basis points) over the yield to maturity implied by (i) the yields reported as of <br />10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date <br />with respect to such Called Principal, on the display designated as "Page PX1" (or such other <br />display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued <br />actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining <br />Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not <br />reported as of such time or the yields reported as of such time are not ascertainable (including by <br />way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day <br />for which such yields have been so reported as of the second Business Day preceding the <br />Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release <br />H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant <br />maturity equal to the Remaining Average Life of such Called Principal as of such Settlement <br />Date. <br />In the case of each determination under clause (i) or clause (ii), as the case may be, of the <br />preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. <br />Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice <br />and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity <br />closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury <br />security with the maturity closest to and less than such Remaining Average Life. The <br />Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest <br />rate of the applicable First Mortgage Bond. <br />"Remaining Average Life" means, with respect to any Called Principal, the number of <br />years (calculated to the nearest one - twelfth year) obtained by dividing (i) such Called Principal <br />into (ii) the sum of the products obtained by multiplying (a) the principal component of each <br />