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DESCRIPTION OF THE BONDS <br />General <br />The Bonds will be dated June 1, 2006, will be issued in fully registered, book - <br />entry form, without coupons, in the denominations of $5,000 each or integral multiples <br />thereof, and will bear interest at the rates and mature on the dates set forth on the <br />cover page of this Official Statement. Interest on the Bonds will be payable January 1, <br />2007, and semiannually thereafter (January 1 and July 1 of each year). Principal of <br />and interest on the Bonds will be payable in the manner described under "Book -Entry <br />Only System" herein. J.P. Morgan Trust Company, National Association, Jacksonville, <br />Florida, will serve as Registrar and Paying Agent for the Bonds. The Bonds will bear a <br />Certificate of Authentication to be manually executed by the Registrar, and no Bond <br />will be valid or obligatory for any purpose unless the Certificate of Authentication <br />thereon has been duly executed by the Registrar. Certain of the Bonds will be subject <br />to redemption as described below under "Optional Redemption." <br />JPMorgan Chase & Co. ("JPMorgan") has entered into an agreement with The <br />Bank of New York Company ("BONY") pursuant to which JPMorgan intends to <br />exchange portions of its corporate trust business, including municipal and corporate <br />trusteeships, for BONY's .consumer, small business and middle market banking <br />businesses. This transaction has been approved by both companies' boards of directors <br />and is subject to regulatory approvals. It is expected to close in the late third quarter <br />or fourth quarter of 2006. <br />Book -Entry Only System <br />The Depository Trust Company ("DTC"), New York, New York, or its successor, <br />will act as securities depository for the Bonds. The Bonds will be issued as fully <br />registered securities in the name of Cede & Co. (DTC's partnership nominee). One <br />fully -registered Bond certificate for each maturity will be issued, in the aggregate <br />principal amount of such maturity and will be deposited with DTC. <br />So long as Cede & Co. is the registered owner of the Bonds, payments of the <br />principal of and interest due on the Bonds will be payable directly to DTC. References <br />herein to the registered owners of the Bonds shall mean DTC or Cede & Co., and shall <br />not mean the Beneficial Owners referred to below. <br />6 <br />