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200804897 (d) In compliance with Iowa Code Section 654.12A, the following notice is given: NOTICE: This mortgage secures credit in the amount of Five Hundred Million Dollars ($500,000,000.00). Loans and advances up to this amount, together with interest, are senior to indebtedness to other creditors under subsequently recorded or filed mortgages and liens. ARTICLE V. THE TRUSTEE The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. ARTICLE VI. HOME OFFICE PAYMENT So long as any Holder or its nominee shall be the Holder of any First Mortgage Bond of the 6.05% Series, and notwithstanding anything contained in the Indenture or in such First Mortgage Bond of the 6.05% Series to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond of the 6.05% Series for principal, Make-Whole Amount or premium, if any, and interest by the method and at the address specified for such purpose below such Holder's name in Schedule A to the Bond Purchase Agreement dated as of May 1, 2008, or by such other method or at such other address as such Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such First Mortgage Bond of the 6.05% Series unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Prior to any sale or other disposition of any First Mortgage Bond of the 6.05% Series held by a Holder or its nominee, such Holder will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such First Mortgage Bond of the 6.05% Series to the Trustee in exchange for a new First Mortgage Bond of the 6.05% Series or First Mortgage Bonds of the 6.05% Series pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such Bond so sold or disposed of. The Company will afford the benefits of this Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond of the 6.05% Series purchased by a Holder under the Bond Purchase Agreement and that has made the same agreement relating to such First Mortgage Bond of the 6.05% Series as the Holders have made in this Article VI. 4349724.1 ] 12