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(c) the CUSIP number of the ARS and IRS which, on any date of determination, are Fixed and which were Fixed, pursuant to a Request to Fix delivered to the Auction Agent, on any day from, but not including, the first day of the Interest Period during which such date of determination occurs, shall be 801109 AM1 for the ARS and IRS maturing July 1, 2014 ("Newly Fixed AIRS"); and (d) the CUSIP number of the ARS and IRS which, on any date of determination, are Fixed and which were Fixed on the first day of the Interest Period during which such date of determination occurs or, if such day falls within a Closed Period, then on the Business Day immediately succeeding such first day, shall be 801109 ARO for the ARS and IRS maturing on July 1, 2014 ("Regular Fixed AIRS"). Unless otherwise defined herein, the terms defined herein shall have the meanings defined in the Indenture. In addition, the following terms shall have the following meanings for purposes of this letter: "Fixed" shall mean Regular ARS the beneficial ownership of which has been linked with an equal aggregate principal amount of Regular IRS, and recorded as such as Newly Fixed AIRS or as Regular Fixed AIRS, as the case may be. "Interest Payment Date"shall mean January 1, 1995, semi-annually thereafter on each January 1 and July 1 and at maturity; provided, however, that if any such day is not a Business Day, interest due on such day shall be paid on the next succeeding Business Day without accrual of any additional interest. "Record Date"shall mean the business day next preceding each Interest Payment Date. "Separated" shall mean Newly Fixed AIRS or Regular Fixed AIRS, the beneficial ownership of which has been separated into equal aggregate principal amounts of ARS and IRS, and recorded as such as Regular ARS and Regular IRS. All times specified herein shall be New York, New York times. To induce DTC to accept the Bonds as eligible for deposit at DTC and to act in accordance with its rules with respect to the Bonds, the Issuer, the Auction Agent and the Trustee make the following representations to DTC (but only insofar as each of them is concerned): 1. On or about March 23, 1994, there shall be deposited with DTC (i) registered ARS without coupons registered in the name of DTC's nominee, CEDE & CO., in the face amounts of $10,600,000 and maturing July 1, 2014 and (ii) registered IRS without coupons registered in the name of DTC's nominee, CEDE & CO., in the face amounts of $10,600,000 and maturing July 1, 2014. LAI-69757.2 2