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200804897 Section 2. The Company, with the approval of the Trustee, may enter into a written agreement with the Holder of any First Mortgage Bonds of the 6.05% Series providing that payment of such Bonds called for redemption in part only may be made directly by mail, wire transfer or in any other manner to the Holder thereof without presentation or surrender thereof if there shall be delivered to the Trustee an agreement (which may be executed in counterparts between the Company and such Holder (or other Person acting as agent for such Holder or for whom such Holder is a nominee) that payment shall be so made, and that in the event the Holder thereof shall sell or transfer any such Bonds (a) it will, prior to the delivery of such Bonds, either (i) surrender such Bonds to the Trustee to make a proper notation of the amount of principal paid thereon or (ii) surrender such Bonds to the Trustee against receipt of one or more First Mortgage Bonds of the 6.05% Series in an aggregate principal amount equal to the unpaid principal portion of the Bonds so surrendered, and (b) it will promptly notify the Company and the Trustee of the name and address of the transferee of any First Mortgage Bonds of the 6.05% Series so transferred. The Trustee shall not be liable or responsible to any such Holder or transferee or to the Company or to any other Person for any act or omission to act on the part of the Company or any such Holder in connection with any such agreement. The Company will indemnify and save the Trustee harmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with the provisions of any such agreement. The Company will afford the benefits of this Section 2 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 Bonds of the 6.05% Series as the Holders have made in this Section 2. Section 3. Maturity. As provided therein, the entire unpaid principal balance of the First Mortgage Bonds of the 6.05% Series shall be due and payable on May 1,2018. Section 4. Optional Redemption with Make-Whole Amount. The Company may, at its option, upon notice as provided below, redeem at any time all, or from time to time any part of, the First Mortgage Bonds of the 6.05% Series, in an amount not less than $1,000,000 in the case of a partial redemption, at 100% of the principal amount so redeemed, and the Make-Whole Amount determined for the redemption with respect to such principal amount. The Company will give each holder of First Mortgage Bonds of the 6.05% Series to be redeemed written notice of each optional redemption under this Section 4 not less than 30 days and not more than 60 days prior to the date fixed for such redemption. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the First Mortgage Bonds of the 6.05% Series to be redeemed on such date, the principal amount of each First Mortgage Bond held by such Holder to be redeemed (determined in accordance with Section 5), and the interest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such Redemption Date, the Company shall deliver to the Trustee and to each Holder of First Mortgage Bonds of the 6.05% Series to be redeemed a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Redemption Date. The Trustee shall have no responsibility for any such calculation. 4349724.11 8