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200410978 SECTION 2. First Mortgage Bonds, Collateral (2004) Series C shall be issued only as registered Bonds without coupons of the denomination of $1,000, or any integral multiple of $1 in excess of $1,000, appropriately numbered. First Mortgage Bonds, Collateral (2004) Series C may be exchanged, upon surrender thereof, at the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York, for one or more First Mortgage Bonds, Collateral (2004) Series C of other authorized denominations, for the same aggregate principal amount, subject to the terms and conditions set forth in the Indenture. First Mortgage Bonds, Collateral (2004) Series C shall not be transferable except to any successor Senior Note Trustee under the Senior Note Indenture. As a condition precedent to any transfer of the First Mortgage Bonds, Collateral (2004) Series C by the Senior Note Trustee, the Senior Note Trustee shall submit to the Company, the Trustee and the Bond Registrar (in addition to all other documents and instruments required to be submitted to the Bond Registrar pursuant to the Indenture) a certificate of the Senior Note Trustee, signed by a person purporting to be its duly authorized officer, certifying that the transferee in such transfer is a successor Senior Note Trustee under the Senior Note Indenture (and the Trustee and the Bond Registrar may conclusively presume the statements in any such certificate of the Senior Note Trustee to be correct and shall fully be protected in relying thereon). Any transfer of First Mortgage Bonds, Collateral (2004) Series C (i) shall be subject to the provisions of Section 3.05 of the Indenture, except that the provisions of paragraph (g) of such Section 3.05 shall not be applicable to any transfer of First Mortgage Bonds, Collateral (2004) Series C to a successor Senior Note Trustee under the Senior Note Indenture (and the Company hereby waives the provisions of such paragraph with respect to any such transfer), and (ii) shall be made at the office or agency of the Company in the Borough of Manhattan, The City of New York. The Company hereby waives any right to make any charge for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series C by the Senior Note Trustee, whether to reimburse itself for any tax or taxes or other governmental charge or otherwise (it being understood that the Company shall pay any tax or taxes or governmental or other charge which may be payable by reason of any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series C by the Senior Note Trustee to a successor Senior Note Trustee under the Senior Note Indenture). The Company has appointed JPMorgan Chase Bank as its agent to receive First Mortgage Bonds, Collateral (2004) Series C presented or surrendered for payment, to receive First Mortgage Bonds, Collateral (2004) Series C surrendered for registration of transfer or exchange and to receive notices and demands to or upon the Company in respect of the First Mortgage Bonds, Collateral (2004) Series C and the Indenture; and the corporate trust office of JPMorgan Chase Bank in the Borough of Manhattan, The City of New York, State of New York shall be the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York at which such presentations, surrenders, notices and demands may be made or served. NY55/405431.7 19