ELECAR Claims against the Issuer for the payment of principal of, or interest and Additional Amounts (as defined below) on, the Notes will be prescribed unless made within six years of the due date for payment of such principal,

 Principal, Maturity and Interest

The Issuer will issue the Notes in fully registered form without coupons. The Notes will have minimum

denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be issued for an

initial aggregate principal amount of U.S.$650,000,000, but the Issuer may issue an unlimited principal amount of

Notes under the Indenture, subject to the limitations set forth therein.

The Notes will mature at par on April 10, 2018, unless earlier redeemed in accordance with the terms of the

Notes. See "Redemption" below. Interest on the Notes will accrue at the rate of 8.50% per annum and will be due

and payable in cash semi-annually in arrears on each April 10 and October 10, commencing on October 10, 2008 to

the Persons who are registered Holders of the Notes at the close of business on each March 24 and September 24

immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent

date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest will

be computed on the basis of a 360-day year comprised of twelve 30-day months.

Principal and interest on the Notes will be paid in U.S. dollars free and clear of any withholding or

deduction for, or on account of, taxes imposed by Venezuela.

Claims against the Issuer for the payment of principal of, or interest and Additional Amounts (as defined

below) on, the Notes will be prescribed unless made within six years of the due date for payment of such principal,

interest or Additional Amounts.