EXHIBIT 4-B

Charles N. Atkins

Mr. Atkins has more than 30 years of experience in capital markets investment banking, law and government. During his 22 years at Morgan Stanley, Mr. Atkins focused on corporate structured finance and recapitalizations in the power utility sector and other sectors for corporate and financial sponsor clients. At Morgan Stanley, Mr. Atkins was the industry’s leading utility securitization banker, advising and structuring 19 transactions totaling more than $14 billion for companies including American Electric Power Co., Constellation Energy Group, Inc. and its subsidiary Baltimore Gas and Electric (BGE), Energy Future Holdings, Entergy Corporation, FirstEnergy Corporation, PG&E Corporation and PPL Corporation. In connection with his utility banking assignments, Mr. Atkins has testified extensively as an expert witness before utility regulatory commissions on multiple occasions in Arkansas, Louisiana, Maryland, Texas and West Virginia. Mr. Atkins led the corporate reorganization of Constellation Energy in connection with the $4.5 billion nuclear joint venture with Electricite de France SA, uplifting BGE’s debt ratings, removing BGE’s debt from Constellation’s credit ratios and facilitating regulatory approval of the joint venture. A similar corporate reorganization transaction led by Mr. Atkins for PPL was awarded “North American Securitization Deal of the Year” by International Financing Review. Four other transactions structured by Mr. Atkins received similar “Deal of the Year” awards. Mr. Atkins has also been awarded 3 U.S. patents for innovative financing structures he developed. Prior to Morgan Stanley, Mr. Atkins was a structured finance banker for governmental and government-sponsored entities, at Lehman Brothers Inc. and E.F. Hutton Inc. The legal and governmental experience of Mr. Atkins includes practicing corporate law at the Washington, D.C. office of Akin, Gump, Strauss, Hauer and Feld, serving as Associate Assistant to the President in the Carter Administration and Legislative Counsel to United States Senator David L. Boren (D-OK). Mr. Atkins served on the Presidential Transition Committee for the first Clinton Administration, and also was appointed by President Clinton to serve on the Advisory Committee of the U.S. Export-Import Bank.

Mr. Atkins earned a Juris Doctor degree from Harvard Law School and a Bachelor of Arts degree from Howard University (Honors Program, Magna Cum Laude and Phi Beta Kappa). Mr. Atkins is a member of the District of Columbia Bar.

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