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2oioo93�� Section 2. The Coxnpamy, with the approval of the Trustee, may enter into a written agreement with the Holder of any First Mortgage Bonds of the 5.01 % Series providing that payment of such Bonds called far redemption in part only may be made directly by mail, wire transfer ar 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 a�ent far such Holder or far whom such Hold�r is a norninee) that payment shall be so made, and that in the event the Holder thereaf shall sell or transfsr any such Bonds (a) it will, priar to the delivexy of such Bonds, either (i) surrender such Bonds to the Trustee to make a proper notation of the aznount af principal paid thereon ar (ii) surrender such Bonds to the Trustee against receipt of one or more First Mortgage Bonds of the 5.01 % Series in an aggregate principal amount equal ta the unpaid principal portion of the Bonds so surrendered, and (b) it wi11 promptly notify the Company and the Trustee of the name and address of the transferee of any First Mortgage Bonds of the 5.01 % 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 Pexson for any act or omission to act on the part of the Carnpany or any such Holder in connection with any such agreernent. The Campany will indemnify and save the Trustee harmless against any liability resulting frorn any such act or amission and against any liability resulting from any action taken by the Trustee in accordance with the provisions of any such agreement. The Company vvill 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 5.01 % Series purchased by a Holder under the Bond Purchase Agreement and that has made th� same agreernent relating to such First Mortgage Bonds of the 5.01 % Series as the Holders have made in this Sectian 2. Section 3. Maturity. As provided therein, the entire unpaid principal balance of the First Mortgage Bonds of the 5.01 % Series shall be due and payable an May 1, 2025. 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 Bands of the 5.01 % 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 far the redernption with respect to such pr�ncipal arnount. The Company will give each holder af First Mortgage Bonds of the 5.01 % Series ta be redeemed written notice of each optional redemption under this Section 4 not less than 30 days and not more than bQ days priar to the date fixed for such redemption. Each such notice shall specify such date (which sha11 be a Business Day), the aggregate principal amaunt of the First Mortgage Bonds of the S.O1% Series to be redeerned on such date, the principal amount af each First Mortgage Bond h�ld by such Holder to be redeemed (determined in accordance with Section S), and the interest to be paid an the Redemptian 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 con�nection with such xedemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such camputation. Twa Business Days prior ta such Redemption Date, the Company shall deliv�r to the Trustee and to each Holder of First Mortgage Bonds oF the 5.01 % Series to be redeemed a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified Rede�nption Date. The Trustee shall have no respansibility for any such calculation. 8 6720279v6