MINUTES OF THE BOARD OF COMMISSIONERS' SPECIAL MEETING

LANSING BOARD OF WATER AND LIGHT

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Tuesday, November 30, 1999

___________________________

The Board of Commissioners met in Special Session at 5:30 p.m., in the Boardroom of the Administrative Offices, 1232 Haco Drive, Lansing, Michigan.  The meeting was called to order by the Chair, Diane Royal.

The Secretary declared a quorum present.

Chief Financial Officer Dana Tousley presented and reviewed the final draft of the proposed Series 1999B Sales Resolution.  Richard Allen of First Union Securities, Inc. and Kevin McCanna of Speer Financial, Inc. briefed the Board on the pricing of the taxable bonds being sold by the Board of Water and Light.

Motion was made by Commissioner Creamer, seconded by Commissioner Christian, to approve the following resolution:

#99-11-4
SERIES 1999B SALES RESOLUTION
AUTHORIZING WATER SUPPLY, STEAM AND ELECTRIC UTILITY SYSTEM
SUBORDINATE LIEN REVENUE BONDS SERIES 1999B (FEDERALLY TAXABLE)
OF THE CITY OF LANSING, MICHIGAN

WHEREAS, the Board previously approved the Fourth Supplemental Revenue Bond Resolution authorizing its Water Supply, Steam and Electric Utility System Subordinate Lien Revenue Bonds (Federally Taxable), Series 1999B, the proceeds of which will be used to pay for the 1999B Project;

WHEREAS, the Board has received an offer to purchase the Series 1999B Bonds pursuant to the terms of a Bond Purchase Agreement (the "Purchase Contract"), submitted by First Union Securities, Inc., as representative (the "Representative") of the Underwriters selected by the Board and identified in the Purchase Contract ("Underwriters").

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE BOARD, THAT:

1.     Unless otherwise defined herein or the context indicates a contrary meaning, capitalized terms used in this Series 1999B Sales Resolution shall have the same meaning as in the Amended and Restated Bond Resolution, adopted on October 24, 1989, as supplemented from time to time, including the Fourth Supplemental Revenue Bond Resolution, adopted by the Board on October 26, 1999 (collectively, the "Bond Resolution").

2.     The aggregate principal amount of the Series 1999B Bonds shall be $78,455,000, maturing on July 1 in the years and amounts and bearing interest at rates set forth in Exhibit A to this Series 1999B Sales Resolution.

3.     The proposal of First Union Securities, Inc. to purchase the Series 1999B Bonds at a price of $78,088,086.55 (representing the par amount of the Bonds plus a net original issue premium of $162,657.80 less an Underwriters' discount of $529,571.25) is approved.

4.     The form of the Purchase Contract submitted to the Board by the Representative on behalf of the Underwriters is approved and the Chairperson, any other Commissioner, the General Manager and the Chief Financial Officer of the Board are severally authorized to execute and deliver the Purchase Contract for and on behalf of the Board, with such changes as they may, in consultation with the Staff Attorney and Bond Counsel, determine to be necessary or appropriate.

5.     The preparation and distribution of an Official Statement with reference to the Bonds (the "Official Statement"), in substantially the form of the Preliminary Official Statement, is approved with such changes as the Chairperson or any Commissioner and the General Manager and the Chief Financial Officer may, in consultation with the Staff Attorney and Bond Counsel, determine to be necessary or appropriate.  The Chairperson or any Commissioner and the General Manager are authorized to execute the Official Statement for and on behalf of the Board.

6.     The Chairperson, any Commissioner, the General Manager and the Chief Financial Officer are severally authorized to execute an agreement in substantially the form presented to the Board at this meeting, with such changes as may be necessary or desirable and not materially adverse to the Board, in order to comply with the Continuing Disclosure Undertaking of the Board pursuant to paragraph (B)(5) of Rule 15c2‑12 adopted by the United States Securities and Exchange Commission (the "Continuing Disclosure Agreement").  The Board covenants that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.

7.     The last sentence of Section 3 of the Fourth Supplemental Revenue Bond Resolution is amended to read as follows:

"The estimated cost of the 1999B Project is $78,455,000 and the estimated useful life of the 1999B Project is 17 years."

8.     Section 13(e) of the Fourth Supplemental Revenue Bond Resolution is amended to read as follows:

"Payments with respect to claims for interest on and principal of Insured Bonds disbursed by the Transfer Agent from proceeds of the Policy shall not be considered to discharge the obligation of the Issuer with respect to such Insured Bonds, and the Bond Insurer shall become the owner of such unpaid Insured Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise."

9.     Section 13(g) of the Fourth Supplemental Revenue Bond Resolution is amended to read as follows:

"In connection with the issuance of additional Insured Bonds, the Issuer shall deliver to the Bond Insurer a copy of the disclosure document, if any, circulated with respect to such additional Insured Bonds."

10.     Section 15 of the Fourth Supplemental Revenue Bond Resolution is amended to read as follows:

"The Board confirms that the provisions and covenants contained in the Bond Resolution with respect to defeasance, operating year, flow of funds, priority of funds, management, charges, investments, applicable law, events of default, appointment of a receiver and enforcement of statutory rights, consent and amendment provisions and the rate covenant contained in Section 9 of the Bond Resolution, as amended by Section 5 of the Second Supplemental Revenue Bond Resolution, shall apply to and include the Junior Lien Bonds, including the Series 1999B Bonds, in addition to the Senior Lien Bonds."

11.     This Series 1999B Sales Resolution shall be effective immediately upon adoption.

ADJOURNMENT

On motion by Commissioner Creamer, seconded by Commissioner Aquilina, the meeting adjourned at
5:45 p.m.

/s/ Mary E. Sova, Secretary

Filed:   December 7, 1999

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Marilynn Slade, City Clerk

EXHIBIT A

I.      BOND DETAILS - SERIAL AND TERM BONDS

     * Term Bond.

       The Bonds maturing July 1, 2016 in the aggregate principal amount of $36,500,000 are hereby designated Term Bonds and shall be subject to mandatory sinking fund redemption and be redeemed by the Issuer and selected by lot, at a price of par plus accrued interest to the applicable redemption dates, in accordance with the following Mandatory Redemption Requirements:

leaving a principal amount of $8,420,000 due on July 1, 2016.

II.     MANDATORY REDEMPTION PROVISIONS

       The Board shall receive a credit with respect to any Mandatory Redemption Requirements on account of Term Bonds that have been redeemed (other than by application of Mandatory Redemption Requirements) or otherwise acquired by the Board prior to giving of the notice of redemption provided for in the Bond Resolution and that have not been applied as a credit against any other Mandatory Redemption Requirements.  Not less than 40 days prior to any mandatory redemption date, the Board shall give notice to the paying agent that the Term Bonds are to be so credited.  The Term Bonds shall be credited by the paying agent at 100% of the principal amount thereof against the Mandatory Redemption Requirements, and the principal of the Term Bonds to be redeemed on such mandatory redemption date shall be reduced accordingly and any excess over such amount shall be credited to future Mandatory Redemption Requirements in such order as the Board shall elect; provided, however, that any excess resulting from the purchase, at less than par, of Bonds may, at the option of the Board, be transferred to the Receiving Fund.

III.      OPTIONAL REDEMPTION PROVISIONS

        General

        The Bonds maturing in the years July 1, 2002 - 2009, inclusive, shall not be subject to redemption prior to maturity.  Bonds due on or after July 1, 2010, shall be subject to redemption prior to maturity, at the option of the Board, in such order of maturity as the Board may determine, and by lot within any maturity, in whole or in part, on any date on or after July 1, 2009, at par plus accrued interest to the date fixed for redemption.

        Special

        In addition to the foregoing optional redemption, the Bonds shall be subject to special optional redemption prior to maturity, in such order of maturity as the Board may determine, and by lot within any maturity, in whole or in part, on January 1, 2003 from unexpended proceeds on hand as of November 1, 2002, if any, at a price of 101% of their par value, plus accrued interest, if any, to the date of redemption.