Common use of Pricing Agreement Clause in Contracts

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 Ladies and Gentlemen: Xxxxxx Xxxx Educators Corporation, an Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I (the “Underwriters”) the Securities specified in Schedule II (the “Designated Securities”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)UNDERWRITERS] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS[ ] November [ ]Dear Sirs: The Detroit Edison Company, 2008 Ladies and Gentlemen: Xxxxxx Xxxx Educators Corporation, an Delaware a Michigan corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 ] (the “"Underwriting Agreement”"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation The Detroit Edison Company By: :_______________________ Name: Title: Accepted as of the date hereof: [ [UNDERWRITERS] By: Name: Title: On behalf of themselves and the other Underwriters :___________________________ SCHEDULE I Underwriter Principal Amount of Designated Securities to be Underwriter Purchased ----------- -------------------------- Sch. I-1 SCHEDULE II TITLE OF DESIGNATED SECURITIES: AGGREGATE PRINCIPAL AMOUNT: PRICE TO PUBLIC: PURCHASE PRICE BY UNDERWRITERS: SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: INDENTURE: Indenture dated as of June 30, 1993, as supplemented by and through a Seventh Supplemental Indenture dated as of [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securitiesbetween the Company and Bankers Trust Company, as Trustee MATURITY: Applicable TimeINTEREST RATE: [ ] a.m. (New York City time), INTEREST PAYMENT DATES: REDEMPTION PROVISIONS: SINKING FUND PROVISIONS: No sinking fund provisions. Sch. II-1 TIME OF DELIVERY: 9:00 A.M. [ ], 2008 Rank1998 CLOSING LOCATION FOR DELIVERY OF SECURITIES: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time)Browx & Xood XXX One Xxxxx Xxxxx Xxxxxx Xxx Xxxx, [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSXxx Xxxx 00000 XXMES AND ADDRESSES OF REPRESENTATIVES:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)Manager] [Co-Manager, if any] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESSStreet Address] November [ ]New York, 2008 Ladies and GentlemenNew York _______________, 199___ Dear Sirs: Xxxxxx Xxxx Educators CorporationFinancial, an Delaware corporation Inc. (the “"Company”), ") proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 (the “Underwriting Agreement”)herein, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement Basic Provisions dated September 8, 1995 (the "Basic Provisions"), copies of which have previously been supplied to you, is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless Capitalized terms used herein, unless otherwise defined herein, terms defined have the meanings provided in the Underwriting Agreement are used herein as therein definedBasic Provisions. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 11 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus Supplement relating to the Designated Securities, in the form heretofore delivered to you you, is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) Basic Provisions, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of hereto, the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto. [The Company authorizes the terms referred Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the paragraph above form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the sole purpose account of covering over-allotments the Underwriters, at the Time of Delivery a commission in the sale amount set forth in Schedule II hereto. Delayed Delivery Contracts are to be with purchasers of the Firm Securitiestypes approved by the Company and set forth in the Prospectus and subject to other conditions therein set forth. Any Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount set forth in Schedule II hereto and the aggregate principal amount of all Delayed Delivery Contracts may not exceed the amount set forth in such election Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to purchase Optional Securities may such contracts shall be exercised by written notice deducted from the Representatives Designated Securities to be purchased by the Company given within a period several Underwriters and the aggregate principal amount of 30 calendar days after the date of this Pricing Agreement, setting forth Designated Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Optional Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of Designated Securities to be purchased and by all Underwriters shall be the date total principal amount of Designated Securities set forth in Schedule I hereto less the principal amount of Designated Securities covered by Delayed Delivery Contracts. The Company will advise you not later than 10:00 A.M., New York City time, on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than third full business day preceding the First Time of Delivery or, unless (or at such later time as you may otherwise agree) of the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date sales of such notice. Designated Securities pursuant to Delayed Delivery Contracts which have been so approved.] * * * If the foregoing is in accordance with your understanding, please sign and return to us nine two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation XXXXXX FINANCIAL, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Accepted as of the date hereof: [ ------------------------------------ [Manager] By: Name: Title: ------------------------------------ [Co-Manager, if any] On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Underwriter ----------------------------------- [Manager].................................................. $______________ [Co-Manager, if any]....................................... [Names of other Underwriters].............................. Total $______________ SCHEDULE II — [DESIGNATED SECURITIES] Registration Statement No.: Title of Designated Securities: Applicable Time[__%] [Floating Rate] [Zero Coupon] [Senior] [Subordinated] [Junior Subordinated] [Notes] [Debentures] due _________________________________________________________________________ Aggregate Principal Amount: [ $____________________________ Denominations: [$1,000] a.m. (New York City time), [ ], 2008 Rank[$5,000] [$______________ ] Price to Public: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]___% of the principal amount of the Designated Securities Purchase Securities, plus accrued interest from _______________ to the Time of Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery] Price by to Underwriters: [ ]___% of the principal amount of the Designated Securities Form Securities, plus accrued interest from _______________ to the Time of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Delivery [and accrued amortization, if any, from _______________ to the Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Senior Indenture] Stated Maturity Date[Subordinated Indenture] [Junior Subordinated Indenture] Maturity: [ ],20[ ] _______________, 19___ Interest Rate: [___]% [Zero Coupon] [Method of determination] Interest Payment Dates: [ [Months and dates] of every [ ] and [ ], commencing [ ], 2009 Regular Interest Payment Record Dates: [ [Months and dates] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ [No redemption provisions) [The Designated Securities may be redeemed in whole or in part at the option of the Company, in the amount of $_____ or an integral multiple thereof, [on or after ____________ at the following redemption prices (expressed in percentages of principal amount). If redeemed during the 12-month period beginning _______________, Year Redemption Price ---- ---------------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] Sinking Fund Provisions: [ [on any interest payment date falling on or after _________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] Closing Location [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSchanges in tax law.]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)Debt Securities] As Representatives [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named in Schedule I heretoI] Dear Sirs: King Pharmaceuticals, [ADDRESS] November [ ], 2008 Ladies and Gentlemen: Xxxxxx Xxxx Educators Corporation, an Delaware corporation Inc. (the “"Company”), proposes, ") proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 (the “[date](the "Underwriting Agreement”"), between the Company on the one hand and [_______] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions provision had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 11 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) Agreement, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securitiesor number, as provided belowapplicable, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto. [The Company authorizes the terms referred Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the paragraph above form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the sole purpose account of covering over-allotments the Underwriters, at the Time of Delivery a commission in the sale amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the Firm Securities. Any such election to purchase Optional Securities may be exercised types approved by written notice from the Representatives to the Company given within a period and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of 30 calendar days after shares, as applicable, set forth in Schedule II hereto and the date of this Pricing Agreement, setting forth the aggregate principal amount of Optional all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the several Underwriters and the Company. It is understood that your acceptance aggregate principal amount or number of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwritersshares, the form of which shall be submitted to the Company for examination upon requestas applicable, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number of the shares, as applicable, of Designated Securities Purchase Price by Underwriters: [ ]% of set forth opposite each Underwriter's name in Schedule I hereto, except to the extent that the Representatives determine that such reduction shall be otherwise and so advise the Company in writing; provided, however, that the total principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSnumber of

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in on Schedule I hereto, [ADDRESS] November [ ]x/x , 2008 Ladies and Gentlemen000 Xxxxxx xxx Xxxxxxxxx: Xxxxxx Xxxx Educators CorporationSLM Funding LLC, an a Delaware corporation limited liability company (the “Company”), proposesand the Student Loan Marketing Association, a corporation formed under the laws of the United States (“Xxxxxx Mae”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated , dated November [ ], 2008 200 (the “Underwriting Agreement”), between the Company and Xxxxxx Xxx, on the one hand, and and , on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of , 200 between the Company and , as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, consisting of Firm Securities dated (the “Indenture”), between the Trust, the Eligible Lender Trustee and any Optional Securities , as trustee (the Underwriters may elect to purchase“Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto, less the terms referred to in the paragraph above for the sole purpose principal amount of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Designated Securities covered by Delayed Delivery Contracts, if any, as may be exercised by written notice specified in Schedule II. During the period beginning from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing AgreementAgreement for the Designated Securities and continuing to and including [Closing Date], setting forth the Company agrees, and Xxxxxx Mae agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal amount or agent) for the purposes of Optional their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (b) it has only communicated or caused to be purchased communicated and the date on which such Optional Securities are will only communicate or cause to be deliveredcommunicated any invitation or inducement to engage in investment activity, as determined with the meaning of section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”), received by it in connection with the Representativesissue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, but in no event earlier than from or otherwise involving the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticeUnited Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the CompanyCompany and Xxxxxx Xxx. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and Xxxxxx Mae for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation SLM Funding LLC By: Name: Title: Student Loan Marketing Association By: Name: Title: Accepted as of the date hereof: [ ] X.X. Xxxxxx Securities Inc. By: Name: Title: On behalf of themselves and the other Underwriters Xxxxxx Xxxxxxx & Co. Incorporated By: Name: Title: SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total Underwriter Class Class Class SCHEDULE II — [DESIGNATED SECURITIES] Title of each Class of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities each Class: Price to Public of each Class: Purchase Price by UnderwritersUnderwriters of each Class: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location location for Delivery delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSDesignated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2003-12] ANNEX II(b) The Company, Xxxxxx Mae and the Servicer: Internal Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2003-12] ANNEX II(c) The Company, Xxxxxx Xxx and the Servicer: Outside Counsel Opinion [Opinions to be issued, which together will be substantially in the form provided for SLM Student Loan Trust 2003-12] ANNEX II(d)

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Name and Address of Representatives of the several Underwriters named in Schedule I heretoUnderwriters] September __, [ADDRESS] November [ ], 2008 1998 Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationMBIA Inc., an Delaware a Connecticut corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Agreement -- Standard ProvisionsTerms, dated November [ ], 2008 September __ 1998 (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement Agreement, insofar as such provision relates to the Designated Securities, or the issuance and sale, and not insofar as such provision relates to other Securities, or their issuance or sale, is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSMBIA INC.

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in on Schedule I hereto, [ADDRESS] November [ ]c/o , 2008 200_ Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationSLM Funding LLC, an a Delaware corporation limited liability company (the “Company”), proposesand SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated ___, dated November [ ]200___(the “Underwriting Agreement”), 2008 between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Underwriting AgreementTrust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, consisting of Firm Securities dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and any Optional Securities ___, as trustee (the Underwriters may elect to purchase“Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto, less the terms referred to in the paragraph above for the sole purpose principal amount of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Designated Securities covered by Delayed Delivery Contracts, if any, as may be exercised by written notice specified in Schedule II. During the period beginning from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing AgreementAgreement for the Designated Securities and continuing to and including the Closing Date, setting forth the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal amount or agent) for the purposes of Optional their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be purchased communicated and the date on which such Optional Securities are will only communicate or cause to be deliveredcommunicated any invitation or inducement to engage in investment activity, as determined with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the Representativesissue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, but in no event earlier than from or otherwise involving the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticeUnited Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us nine ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: On behalf of themselves and the other Underwriters By: Name: Title: SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total Underwriter Class ___ Class ___ Class ___ SCHEDULE II — [DESIGNATED SECURITIES] Title of each Class of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities each Class: Price to Public of each Class: Purchase Price by UnderwritersUnderwriters of each Class: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location location for Delivery delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSDesignated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-3] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-3]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] 20__ J.P. Morgan Securities Inc. Banc of America Securities LLC UBS Sxxxxxxxxx XLC As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 hereto Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationThe Rouse Company, an Delaware a Maryland corporation (the “"Company”"), proposes, subject xxxxect to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated March __, dated November [ ], 2008 2004 (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine six counterparts hereof, hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation THE ROUSE COMPANY By: ------------------------ Name: Title: Accepted as of the date hereof: [ ] J.P. MORGAN SECURITIES INC. By: ------------------------------- Xxxx: Title: BANC OF AMERICA SECURITIES LLC By: ------------------------------- Name: Title: UBS SECURITIES LLC By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter ---------- Principal Amount of Designated Securities Underwriter to be Purchased [ ----------- --------------- J.P. Morgan Securities Inc. $ Banc of Amerixx Xxxxxxxxes LLC $ UBS Securities LLC $ [Insert additional Underwriters] $ ----------- Total $ SCHEDULE II — [----------- TITLE OF DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount______% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: $ Initial Public Offering Price------------------- PRICE TO PUBLIC: [ ]____% of the principal amount of the Designated Securities Purchase Price by UnderwritersSecurities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: [ ]___% of the principal amount of the Designated Securities Form of Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by a one or more global security securities deposited with The Depository Trust Company (“"DTC”") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. Specified funds for payment of purchase priceSPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (or other same day) day funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSTIME OF DELIVERY:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] 20 ---------- -- -- Deutsche Bank Securities Inc. Banc of America Securities LLC As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 hereto Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationThe Rouse Company, an Delaware a Maryland corporation (the “"Company”"), proposes, subject xxxxect to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ]21, 2008 2003 (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each , and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine five counterparts hereof, hereof (one for the Company and one for each of the Representatives plus one for each counsel) and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation THE ROUSE COMPANY By: ----------------------------- Name: Title: Accepted as of the date hereof: [ ] hereof DEUTSCHE BANK SECURITIES INC. By: ----------------------------- Name: Title: By: ----------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC By: ----------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter ---------- Principal Amount of Designated Underwriter Securities to be Purchased [ ----------- -------------------------- Deutsche Bank Securities Inc. $ Banc of America Securities LLC $ [Insert additional Underwriters] Total $ SCHEDULE II — [----------- TITLE OF DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time___% Notes due 20__ AGGREGATE PRINCIPAL AMOUNT: [ ] a.m. (New York City time), [ ], 2008 Rank$___________________ PRICE TO PUBLIC: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]____% of the principal amount of the Designated Securities Purchase Price by UnderwritersSecurities, plus accrued interest, if any, from _____________, 20__ PURCHASE PRICE BY UNDERWRITERS: [ ]___% of the principal amount of the Designated Securities Form of Designated Securities, plus accrued interest, if any, from _____________, 20__ FORM OF DESIGNATED SECURITIES: Book-entry only form represented by a one or more global security securities deposited with The Depository Trust Company (“"DTC”") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. Specified funds for payment of purchase priceSPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (or other same day) day funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSTIME OF DELIVERY:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] Wachovia Capital Markets, LLC One Wachovia Center 301 South College Street Charlotte, NC 28288 Credit Suisse First Bosxxx XXX 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 As Representatives of the several Underwriters named in Schedule sxxxxxx Xxxxxxxxxxxx xxxxx xx Xchedule I heretohereto November 8, [ADDRESS] November [ ], 2008 2004 Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationXL Capital Ltd, an Delaware corporation a Cayman Islands exempted limited company (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ]8, 2008 2004 (the “"Underwriting Agreement”"), between the Company on the one hand and Wachovia Capital Markets, LLC and Credit Suisse First Boston LLC, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Debt Securities specified in Schedule II II-A (such Debt Securities, the “"2014 Debt Securities") and Schedule II-B (such Debt Securities, the "2024 Debt Securities" and, together with the 2014 Debt Securities, the "Designated Debt Securities”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase") hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Debt Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Debt Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in Schedule II-A and Schedule II-B hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Debt Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II-A and Schedule II-B hereto, the aggregate principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Debt Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine one for the Company and one for each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation XL Capital Ltd By: -------------------------------- Name: Title: Accepted as of the date hereof: [ ] Wachovia Capital Markets, LLC Credit Suisse First Boston LLC By: Wachovia Capital Markets, LLC By: -------------------------------- Name: Title: On behalf of By: Credit Suisse First Boston LLC By: -------------------------------- Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriter Principal Amount PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF 2014 DEBT OF 2024 DEBT SECURITIES SECURITIES UNDERWRITER TO BE PURCHASED TO BE PURCHASED ----------- --------------- --------------- Wachovia Capital Markets, LLC................. $66,000,000 $77,000,000 Credit Suisse First Boston LLC................ 66,000,000 77,000,000 HSBC Securities (USA) Inc. ................... 54,000,000 63,000,000 KeyBanc Capital Markets, a Division of Designated McDonald Investments Inc. ... 54,000,000 63,000,000 ABN AMRO Incorporated......................... 7,500,000 8,750,000 Banc of America Securities to be Purchased [ ] Total LLC................ 7,500,000 8,750,000 BNP Paribas Securities Corp. ................. 7,500,000 8,750,000 Calyon Securities (USA) Inc. ................. 7,500,000 8,750,000 Greenwich Capital Markets, Inc. .............. 7,500,000 8,750,000 ING Financial Markets LLC..................... 7,500,000 8,750,000 Lazard Freres & Co. LLC....................... 7,500,000 8,750,000 Scotia Capital (USA) Inc. .................... 7,500,000 8,750,000 Total................................. $300,000,000 $350,000,000 ============ ============ SCHEDULE II — [DESIGNATED II-A TITLE OF DEBT SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. The Xxxxxxxx Capital Group, L.P. As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ]000 Xxxx Xxxxxx Xxx Xxxx, 2008 Ladies and GentlemenXxx Xxxx 00000. April o, 2000 Dear Sirs: Xxxxxx The St. Xxxx Educators CorporationCompanies, an Delaware Inc., a Minnesota corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated April o, dated November [ ], 2008 2000 (the “"Underwriting Agreement”"), between the Company on the one hand and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxxxx Brothers Inc. and The Xxxxxxxx Capital Group, L.P. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine [One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation THE ST. XXXX COMPANIES, INC. By: :_______________________________ Name: Title: Accepted as of the date hereof: [ ] ByXXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION XXXXXX BROTHERS INC. THE XXXXXXXX CAPITAL GROUP, L.P. BY: XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION By:---------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSI

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)Debt Securities] As Representatives [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the several Underwriters named in Schedule I heretoI] Dear Sirs: King Pharmaceuticals, [ADDRESS] November [ ], 2008 Ladies and Gentlemen: Xxxxxx Xxxx Educators Corporation, an Delaware corporation Inc. (the “"Company”), proposes, ") proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 (the “[date](the "Underwriting Agreement”"), between the Company on the one hand and [_______] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions provision had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated Company has delivered to act on behalf of the Representatives and on behalf of you for each of the Underwriters copies of the Designated Securities pursuant to Section 11 of the Underwriting Agreement Registration Statement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as including the case may be, documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities, ) in the form heretofore delivered to you is now proposed to be filed filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) Agreement, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securitiesor number, as provided belowapplicable, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto. [The Company authorizes the terms referred Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the paragraph above form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the sole purpose account of covering over-allotments the Underwriters, at the Time of Delivery a commission in the sale amount set forth in Schedule II. Delayed Delivery Contracts are to be with purchasers of the Firm Securities. Any such election to purchase Optional Securities may be exercised types approved by written notice from the Representatives to the Company given within a period and set forth in the Prospectus and subject to other conditions set forth in such Delayed Delivery Contracts. Except as the Company may otherwise agree, each Delayed Delivery Contract must be for the minimum principal amount or number of 30 calendar days after shares, as applicable, set forth in Schedule II hereto and the date of this Pricing Agreement, setting forth the aggregate principal amount of Optional all Delayed Delivery Contracts may not exceed the amount or number of shares, as applicable, set forth in such Schedule II. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts.] [If the Company executes and delivers Delayed Delivery Contracts, the Securities subject to such contracts shall be deducted from the Designated Securities to be purchased by the several Underwriters and the date on which such Optional aggregate principal amount or number of shares, as applicable, of Designated Securities are to be deliveredpurchased by each Underwriter shall be reduced pro rata in proportion to the principal amount or number of shares, as determined by applicable, of Designated Securities set forth opposite each Underwriter's name in Schedule I hereto, except to the Representatives, but in no event earlier than the First Time of Delivery or, unless extent that the Representatives determine that such reduction shall be otherwise and so advise the Company otherwise agree in writing; provided, no earlier than two however, that the total principal amount or later than ten business days after number of shares, as applicable, of Designated Securities to be purchased by all Underwriters shall be the date total principal amount or number of such noticeshares, as applicable, of Designated Securities set forth in Schedule I hereto less the principal amount or number of shares, as applicable, of Designated Securities covered by Delayed Delivery Contracts. As used in this paragraph and in the immediately preceding paragraph, the "aggregate principal amount" of Designated Securities shall mean the aggregate principal amount of the Designated Securities that are debt securities plus the public offering price, if any, of any debt warrants included in the Designated Securities.] If the foregoing is in accordance with your understanding, please sign and return to us nine two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted granted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereofyou by such Underwriter. Very truly yours, Xxxxxx Xxxx Educators Corporation King Pharmaceuticals, Inc. --------------------- By: Name: Title: Accepted as of the date hereof: [ [Insert signature block[s] By: Name: Title: On for the Representative[s], acting on behalf of themselves and the other Underwriters Underwriters, or for each Underwriter if no syndicate.] SCHEDULE I Underwriter Underwriters [Principal Amount Amount] Number of Designated [Number] of Designated Securities that are Debt Securities to be Warrants to be Purchased] Purchased [ [Names of Underwriters] Total SCHEDULE II — [DESIGNATED SECURITIESDebt Securities] Title of Designated Securities: Applicable Time: [ [Preferred Stock] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the [Common Stock] [If Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) are debt securities or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time)debt securities which include debt warrants, [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSinsert:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)19__ [ Underwriters ] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 Ladies and Gentlemenhereto Dear Sirs: Xxxxxx Xxxx Educators Burlington Northern Santa Fe Corporation, an a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated __________, dated November [ ], 2008 199_ (the “"Underwriting Agreement”"), between the Company on the one hand and [ ] as Co-Representatives, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine seven counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation BURLINGTON NORTHERN SANTA FE CORPORATION By: __________________________ Name: Title: Accepted as of the date hereof: [ ] By: __________________________ Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased ----------- [ ] Total $ [Names of Underwriters] $ ------------ Total...................................................... $ ============ SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ %] a.m. (New York City time), [ ], 2008 Rank: Senior [Floating Rate] [Zero Coupon] [Notes] [Debentures] due Aggregate principal amount: $ Initial Public Offering Price[$] Price to Public: [ ]___% of the principal amount of the Designated Securities Securities, plus accrued interest from ______________ to _____________ [and accrued amortization, if any, from ________________ to ____________] Purchase Price by Underwriters: [ ]__% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. , plus accrued interest from __________ to _________ [and accrued amortization, if any, from ____________ to ____________] Specified funds for payment of purchase price: Federal (same [By wire transfer to a bank account specified by the Company in [next day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 [immediately available funds] Indenture: [Indenture] Stated Maturity DateIndenture dated ____________, 19__, between the Company and _________________, as Trustee Maturity: [ ],20[ ] Interest Rate: % [__%] [Zero Coupon] [See Floating Rate Provisions] Interest Payment Dates: [ [months and dates] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ [No provisions for redemption] Sinking Fund Provisions: [ [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$] Closing Location or an integral multiple thereof, [on or after ______________, at the following redemption prices (expressed in percentages of principal amount.) (f [redeemed on or before _____________, ___% and if] redeemed during the 12-month period beginning _______________, Redemption Year Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in or after ______________, __________, at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for Delivery of Designated Securities: [ changes in tax law] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS[Restriction on refunding]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)UNDERWRITERS] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 [DATE] Ladies and Gentlemen: Xxxxxx The St. Xxxx Educators CorporationCompanies, an Delaware Inc., a Minnesota corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated April o, dated November [ ], 2008 2000 (the “"Underwriting Agreement”"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine [One for the issuer and each of the Representatives plus one for each Counsel] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation THE ST. XXXX COMPANIES, INC. By: ----------------------------------- Name: Title: Accepted as of the date hereof: [ [UNDERWRITERS] BY: By: -------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total PRINCIPAL AMOUNT OF DESIGNATED UNDERWRITER SECURITIES ----------- TO BE PURCHASED --------- [UNDERWRITER]......................................... $ [UNDERWRITER]. ....................................... [UNDERWRITER]......................................... Total........................................ ---------- $ ========== SCHEDULE II — [TITLE OF DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ %] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ [Floating Rate] a.m. (New York City time), [ ], 2008 Indenture: [IndentureZero Coupon] Stated Maturity Date: [ ][Notes] [Debentures] due ,20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC As Representatives of the several Underwriters named in Schedule I heretohereto c/x Xxxxxxx Xxxxx, [ADDRESS] Xxxxxx, Xxxxxx & Xxxxx Incorporated One Bryant Park New York, New York 10036 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx New York, New York 10036 November [ ]19, 2008 2012 Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationPitney Xxxxx Inc., an a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ]19, 2008 2012 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I (the “Underwriters”) the Securities specified in Schedule II (the “Designated Securities”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplementedsupplemented prior to the execution of this Pricing Agreement, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securitiesabove. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation Pitney Xxxxx Inc. By: Name: /s/ Xxxxxxx Xxxxxxx Name Xxxxxxx Xxxxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxx Xxxx Name Xxxxx Xxxx Title: Vice President and Treasurer Accepted as of the date hereof: [ ] Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 43,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 43,500,000 RBC Capital Markets, LLC $ 5,000,000 RBS Securities Inc. $ 5,000,000 BNY Mellon Capital Markets, LLC $ 1,000,000 HSBC Securities (USA) Inc. $ 1,000,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 1,000,000 Total $ 100,000,000 SCHEDULE II — [DESIGNATED SECURITIES] SECURITIES Title of Designated Securities: 5.25% Notes due November 2022 Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)UNDERWRITERS] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESS] November [ ], 2008 [DATE] Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationThe St. Paul Companies, an Delaware Inc., a Minnesota corporation (the “"Company”"), proposesproposex, subject xubject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 200[ ](the “"Underwriting Agreement”"), between the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities Shares specified in Schedule II hereto (the “"Designated Securities”Shares"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: , [(i) a)] the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities Designated Shares set forth opposite the name of such Underwriter in Schedule I; and I hereto and, [(iib) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional SecuritiesShares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the principal amount number of Optional Securities Shares as to which such election shall have been exercised]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount number of Optional Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments overallotments in the sale of the Firm SecuritiesShares. Any such election to purchase Optional Securities Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount aggregate number of Optional Securities Shares to be purchased and the date on which such Optional Securities Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice]. If the foregoing is in accordance with your understanding, please sign and return to us nine [ ] counterparts hereofhereof [(one for the issuer and each of the Representatives plus one for each Counsel)], and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation THE ST. PAUL COMPANIES, INC. By: -------------------------- Name: Title: Accepted as of the date hereof: [ [UNDERWRITERS] BY: By: ------------------------------- Name: Title: On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSI

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in on Schedule I hereto, [ADDRESS] November [ ]c/o , 2008 200_ Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationSLM Funding LLC, an a Delaware corporation limited liability company (the “Company”), proposesand SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated , dated November [ ]200___(the “Underwriting Agreement”), 2008 between the Company, SLM ECFC and SLM Corporation, on the one hand, and and , on the other hand, that the Company will cause the trust (the “Underwriting AgreementTrust”) formed pursuant to the Trust Agreement dated as of , 200___between the Company and , as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, consisting of Firm Securities dated (the “Indenture”), between the Trust, the Eligible Lender Trustee and any Optional Securities , as trustee (the Underwriters may elect to purchase“Indenture Trustee”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to cause the Trust to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on hereto, less the terms referred to in the paragraph above for the sole purpose principal amount of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Designated Securities covered by Delayed Delivery Contracts, if any, as may be exercised by written notice specified in Schedule II. During the period beginning from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing AgreementAgreement for the Designated Securities and continuing to and including the Closing Date, setting forth the Company agrees, and SLM ECFC agrees that it will cause the Company, not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that (a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal amount or agent) for the purposes of Optional their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (b) it has only communicated or caused to be purchased communicated and the date on which such Optional Securities are will only communicate or cause to be deliveredcommunicated any invitation or inducement to engage in investment activity, as determined with the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FSMA”), received by it in connection with the Representativesissue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, but in no event earlier than from or otherwise involving the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticeUnited Kingdom. If the foregoing is in accordance with your understanding, please sign and return to us nine ___counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company, SLM ECFC and SLM Corporation. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company Company, SLM ECFC and SLM Corporation for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators SLM Funding LLC By: Name: Title: SLM Education Credit Finance Corporation By: Name: Title: Accepted and agreed with respect to Sections 8, 10, 12 and 13 of the Underwriting Agreement: SLM Corporation By: Name: Title: Accepted as of the date hereof: [ ] By: Name: Title: On behalf of themselves and the other Underwriters By: Name: Title: SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total Underwriter Class ___ Class ___ Class ___ SCHEDULE II — [DESIGNATED SECURITIES] Title of each Class of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities each Class: Price to Public of each Class: Purchase Price by UnderwritersUnderwriters of each Class: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Indenture: Maturity: Interest Rate: Form of Designated Securities: Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location location for Delivery delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSDesignated Representatives: Address for Notices, etc.: ANNEX II(a) The Underwriters: Outside Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-8] ANNEX II(b) The Company, SLM ECFC and the Servicer: Internal Counsel Opinion [Opinion to be issued, which will be substantially in the form provided for SLM Student Loan Trust 2005-8] ANNEX II(c) The Company, SLM ECFC and the Servicer: Outside Counsel Opinion [Opinion to be issued substantially in the form provided for SLM Student Loan Trust 2005-8]

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)[ ] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESSADDRESS OF REPRESENTATIVES] November [ ], 2008 20__ Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationPitney Xxxxx Inc., an Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ], 2008 [DATE] (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I (the “Underwriters”) the Securities specified in Schedule II (the “Designated Securities”), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation Pitney Xxxxx Inc. By: Name: Title: Accepted as of the date hereof: [ [REPRESENTATIVE] By: Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Underwriter Purchased [ ] Total SCHEDULE II II— [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering PricePrice to Public: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity DateMaturity: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location location for Delivery delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)[ ] As Representatives representatives of the several Underwriters named in Schedule I hereto, [ADDRESShereto c/o [ ] November [ ], 2008 Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationMetLife Capital Trust , an a statutory business trust formed under the laws of the State of Delaware (the "Trust"), and MetLife, Inc., a Delaware corporation (the “"Company”"), proposes, propose subject to the terms and conditions stated herein (this "Agreement") and in the Underwriting Agreement, Standard Provisionsdated ___________, dated November [ ], 2008 200 (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Preferred Securities to be issued by the Trust and guaranteed by the Company, specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Final Prospectus or the General Disclosure Package in Section 2 1 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Final Prospectus (as therein defined) or the General Disclosure Package, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Final Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Base Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company Trust agrees to issue and the Trust and the Company agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust and the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each aggregate number of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters Underwriters, the Trust and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Trust and the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation METLIFE, INC. By: --------------------------------- Name: Title: METLIFE CAPITAL TRUST By: MetLife, Inc., as sponsor By: --------------------------------- Name: Title: Accepted as of the date hereofhereof on behalf of each of the Underwriters: [ ] By: ------------------------------- Name: Title: On behalf of themselves and the other Underwriters SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSTO PRICING AGREEMENT

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in Schedule I heretoX.X. Xxxxxx Securities Inc. March 12, [ADDRESS] November [ ]1997 Bear, 2008 Xxxxxxx & Co. Inc. Chase Securities Inc. c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Xxxxxx Xxxx Educators CorporationHoneywell Inc., an a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated March 12, dated November [ ], 2008 1997 (the “"Underwriting Agreement”"), between the Company on the one hand and X.X. Xxxxxx Securities Inc., Bear, Xxxxxxx & Co. Inc., and Chase Securities Inc. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”"), consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: (i) , the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II that portion of the principal amount of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such noticehereto. If the foregoing is in accordance with your understanding, please sign and return to us nine eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation HONEYWELL INC. By: --------------------------- Name: Title: Accepted as of the date hereof: [ ] X.X. Xxxxxx Securities Inc. Bear, Xxxxxxx & Co. Inc. Chase Securities Inc. By: NameX. X. Xxxxxx Securities Inc. By: Title: On behalf of themselves and the other Underwriters ----------------------------- SCHEDULE I Underwriter Principal Amount of Designated Securities to be Underwriter Purchased [ ] Total ----------- ---------------- X.X. Xxxxxx Securities Inc............. $140,000,000 Bear, Xxxxxxx & Co. Inc. .............. 140,000,000 Chase Securities Inc................... 70,000,000 Total.................................. $350,000,000 SCHEDULE II — [TITLE OF DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS:

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESSc/o Book-Running Representative(s)] November [ ][Address] City, 2008 State ZIP .............., 20.. Ladies and Gentlemen: Xxxxxx Xxxx Educators Fluor Corporation, an a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisions, dated November [ ]____________, 2008 20___ (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”), " consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 of the Underwriting Agreement and the address of the Representatives referred to in Section 12 of the Underwriting Agreement are set forth in Schedule II. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: , (ia) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount number of Firm Securities set forth opposite the name of such Underwriter in Schedule I; and I hereto and, (iib) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the principal amount number of Optional Securities as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount number of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine ______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation FLUOR CORPORATION By: :_________________________ Name: Title: Accepted as of the date hereof: [ [Name of Book-Running Representative(s)] [Name(s) of Co-Representative(s)] [By: Name: Title: On behalf of themselves and the other Underwriters ____________________ SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUSMAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- ---------

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of To the several Underwriters named in Schedule I heretoto the Underwriting Agreement c/o ____________________ ________________________ ________________________ __________ _____, [ADDRESS] November [ ]_____ Dear Sirs: Lincoln National Capital ___, 2008 Ladies a statutory business trust formed under the laws of the State of Delaware (the "Designated Trust") and Gentlemen: Xxxxxx Xxxx Educators Lincoln National Corporation, an Delaware Indiana corporation (the “Company”"Guarantor"), proposespropose, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated ____________, dated November [ ], 2008 1998 (the “"Underwriting Agreement”"), between the Guarantor on the one hand and the Underwriters named in Schedule I to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities specified in Schedule II hereto (the “"Designated Securities”), " consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each ; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in at the end of Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: , (ia) the Company Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyDesignated Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount number of Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I; I hereto, and (iib) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Designated Securities, as provided below, the Company Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company Designated Trust at the purchase price to the Underwriters set forth out in Schedule II hereto that portion of the principal amount number of Optional Designated Securities as to which such election shall have been exercised. The Company Designated Trust hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount number of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from the Representatives to the Company Designated Trust and the Guarantor given within a period of 30 10 calendar days after the date of this Pricing Agreement, setting forth the principal amount aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives Representatives, the Guarantor and the Company Designated Trust otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine eight counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters Underwriters, the Designated Trust and the CompanyGuarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company Guarantor for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Educators Corporation LINCOLN NATIONAL CORPORATION By:_______________________________________ Name: Title: LINCOLN NATIONAL CAPITAL _____ By: Lincoln National Corporation, as Depositor By:_______________________________________ Name: Title: Accepted as of the date hereof: [ [Name(s) of Representative(s)] By: Name: Title: As Representatives of the Underwriters Named in Schedule I hereto ___________________________________ On behalf of themselves and each of the other Underwriters named on Schedule I hereto SCHEDULE I Underwriter Principal Amount Number of Firm Number of Designated Maximum Optional Securities to be Purchased [ ] Total SCHEDULE II — [DESIGNATED SECURITIES] Title of Designated Securities: Applicable Time: [ ] a.m. (New York City time), [ ], 2008 Rank: Senior Aggregate principal amount: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: Underwriters Purchased to be Purchased ------------ ---------------- --------------------- [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS] . . . [Names of Underwriters] . . . . ---------------- ---------------------

Pricing Agreement. [NAMES OF REPRESENTATIVE(S)] As Representatives of the several Underwriters named in Schedule I hereto, [ADDRESSc/o Book-Running Representative(s)] November [ ][Address] [City, 2008 State ZIP] ______________, 20__ Ladies and Gentlemen: Xxxxxx Xxxx Horace Mann Educators Corporation, an a Delaware corporation (the “Company”"Comxxxx"), proposesxxxposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, Standard Provisionsdated ____________, dated November [ ], 2008 20___ (the “"Underwriting Agreement”"), to issue and sell to the Underwriters named in Schedule I hereto (the “"Underwriters”") the Securities Shares specified in Schedule II hereto (the “"Designated Securities”), Shares" consisting of Firm Securities Shares and any Optional Securities Shares the Underwriters may elect to purchase. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) or the General Disclosure Package), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the General Disclosure Package, as amended or supplemented, supplemented relating to the Designated Securities Shares which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities Shares pursuant to Section 11 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 of the Underwriting Agreement are set forth in Schedule IIII hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated SecuritiesShares, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference: , (ia) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule IIII hereto, the principal amount number of Firm Securities Shares set forth opposite the name of such Underwriter in Schedule I; and I hereto and, (iib) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional SecuritiesShares, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the principal amount number of Optional Securities Shares as to which such election shall have been exercised. The Company hereby grants to each of the Underwriters the right to purchase at their election up to the principal amount number of Optional Securities Shares set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm SecuritiesShares. Any such election to purchase Optional Securities Shares may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the principal amount aggregate number of Optional Securities Shares to be purchased and the date on which such Optional Securities Shares are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. If the foregoing is in accordance with your understanding, please sign and return to us nine ______ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Xxxxxx Xxxx Horace Mann Educators Corporation By: _________________________ Name: Title: Accepted as of the date hereof: [ [Name of Book-Running Representative(s)] [Name(s) of Co-Representative(s)] By: ____________________ Name: Title: On behalf of themselves and the other Underwriters 2 SCHEDULE I Underwriter Principal Amount MAXIMUM NUMBER OF OPTIONAL NUMBER OF SHARES WHICH FIRM SHARES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- --------- --------------- --------- Total............................... =============== ========= SCHEDULE II TITLE OF DESIGNATED SHARES: NUMBER OF DESIGNATED SHARES: Number of Designated Securities Firm Shares: Maximum Number of Optional Shares: INITIAL OFFERING PRICE TO PUBLIC: [$________ per Share] [Formula] PURCHASE PRICE BY UNDERWRITERS: [$________ per Share] [Formula] COMMISSION PAYABLE TO UNDERWRITERS: [$________ per Share] FORM OF DESIGNATED SHARES: Definitive form, to be Purchased [ ] Total SCHEDULE II — [made available for checking at least 24 hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds DESCRIBE ANY BLACKOUT PROVISIONS WITH RESPECT TO THE DESIGNATED SECURITIES] Title of Designated SecuritiesSHARES TIME OF DELIVERY: Applicable Time: [ ] _________ a.m. (New York City time), [ ]__________________, 2008 Rank20__ CLOSING LOCATION: Senior Aggregate principal amountNAMES AND ADDRESSES OF REPRESENTATIVES: $ Initial Public Offering Price: [ ]% of the principal amount of the Designated Securities Purchase Price by Underwriters: [ ]% of the principal amount of the Designated Securities Form of Designated Securities: Book-entry only form represented by a global security deposited with The Depository Trust Company (“DTC”) or its designated custodian. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: [ ] a.m. (New York City time), [ ], 2008 Indenture: [Indenture] Stated Maturity Date: [ ],20[ ] Interest Rate: % Interest Payment Dates: [ ] of every [ ] and [ ], commencing [ ], 2009 Regular Record Dates: [ ] of every [ ] and [ ]. Currency of Denominations: United States dollars Currency of Payment: United States dollars Redemption Provisions: [ ] Sinking Fund Provisions: [ ] Closing Location for Delivery of Designated Securities: [ ] Listing Requirements: [ ] Additional Closing Conditions: [ ] Dealer Concessions: Reallowance Concession: Names and addresses of Representatives: SCHEDULE III — ISSUER FREE WRITING PROSPECTUS1 Address for Notices, etc.: OTHER TERMS: