Common use of Purchase and Offering of Securities Clause in Contracts

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II II, which, if applicable, is attached hereto (“Delayed Delivery Contracts”) ), with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters Underwriters, if any, to purchase the Offered Securities will be evidenced by an exchange a terms agreement substantially in the form of telegraphic or other written communications Annex II hereto (the “Terms Agreement”) at the time the Company determines to sell the Offered Securities (or any combination of Offered Securities). The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify (1) the firm or firms which will be UnderwritersUnderwriters and, if any, Managers, (2) the names of any Representatives, (3) the principal names of any lead Managers (“Lead Managers”), (4) the applicable amount of Offered Securities to be purchased by each Underwriter, Underwriter and the purchase price to be paid by the Underwriters and for the Offered Securities, (5) the terms of the Offered Securities not already specified in the Indenture, applicable Indenture or certificate of designations (including, but not limited to, designations, denominations, exchange provisions, covenants, interest raterates and payment dates, dividend rates and payment dates, maturity, any redemption provisions and any sinking fund requirements and requirements), (6) whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify , (7) the time and date on which delivery of delivery the Offered Securities will be made to the Representatives for the accounts of the several Underwriters against payment by the several Underwriters through the Representatives (and payment Managers) of the purchase price in Federal (same-day) funds (such time and date, or such other time and date not later than seven full business days thereafter as the Representatives (and Managers) and the Company agree to as the to time and date for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), (8) the place of delivery and payment payment, (9) the Time of Sale and any details of (10) certain other information agreed by the Company and the Representatives. If the Company grants the Underwriters an option to purchase additional Securities to cover over-allotment, the terms of offering that should such option (or options) will be reflected specified in the prospectus supplement relating to the offering of the SecuritiesTerms Agreement. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Offered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters Representatives (and Managers) may request. Certificates for the Offered Securities shall be registered in such names and in such denominations as the Representatives (and Managers) may request not less than two Business Days in advance of the Closing Date. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contractsDelayed Delivery Contracts, the Company authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the UnderwritersUnderwriters (and to the Managers, if applicable), the fee set forth in such Terms Agreement in respect of the principal amount of Offered Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery ContractsContract. If the Company executes and delivers a Delayed Delivery ContractsContract, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives (or Managers) determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives (and Managers) not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Registered Securities, the obligation of the Guarantor to guarantee such Registered Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement"), which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic telegraphic, facsimile or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Registered Securities, the principal amount of Registered Securities to be purchased by each Underwriter, the initial public offering price of the Registered Securities, the purchase price to be paid by the Underwriters and the terms of the Registered Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Guarantor agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes and the Guarantor authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company and the Guarantor may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company or the Guarantor will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers the Guarantor execute and deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the CompanyCompany and the Guarantor. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic a telegram, telex or other written communications (the “Terms Agreement”) at the each time the Company determines to sell the Securities. The Securities involved in any such offering that the Underwriters are obligated to purchase on a firm commitment basis are referred to herein as the “Firm Securities.” Each Terms Agreement will generally be in the form of Annex II (A) or (B) attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the certain terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of public offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Firm Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final ProspectusPricing Disclosure Package. The Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If specified in a Terms Agreement, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as shall be specified in the Terms Agreement, from the Company at the same price as the Underwriters shall pay for the Firm Securities. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of the Terms Agreement upon written or telegraphic notice by you to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, as adjusted by you in such manner as you deem advisable to avoid fractional shares/units. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“Delayed Delivery ContractsContract”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are only to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Firm Securities to be purchased by the several Underwriters and the aggregate principal amount of Firm Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Firm Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications a Terms Agreement substantially in the form of Annex I attached hereto (the “"Terms Agreement”") and a Letter of Acceptance substantially in the form of Annex II attached hereto at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, date not later than four full business days thereafter or such other time not later than seven full business days thereafter and date as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive definitive, fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II III attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be made only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in or pursuant to the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rateinterest, maturity, any redemption provisions provision and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Unless the Terms Agreement specifies that the Securities will be issued in the form of a global security to be deposited with a depositary, as contemplated by the Indenture, the securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales the sale of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters Underwriters, if any, and the obligation of the Managers, if any, to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”Agreement"(1) ) at the time the Company determines to sell the Securities. All references herein to this Agreement include the applicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersUnderwriters or Managers, the names of any Representatives, the principal amount or number of shares to be purchased by each UnderwriterUnderwriter and Manager, and the purchase price to be paid by the Underwriters and Managers and, if the Securities include Registered Debt Securities, Registered Preferred Shares or Registered Warrant Securities, the terms of the such Securities not already specified in the IndentureIndenture , Certificate of Designations or Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Company grants the Underwriters (or Managers) an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives (and the Managers) and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”Date"(2) ), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement (or prospectus supplements) relating to the offering of the Securities. (1) Any such Terms Agreement relating to the purchase of such Securities by the Manager or Managers will be referred to therein as a "Subscription Agreement". (2) If the Company grants the Underwriters (and Managers) an option to purchase additional Securities to cover over-allotments, such Terms Agreement will specify the time for the delivery of and payment for such Securities, which such time may be the Closing Date. The obligations of the Underwriters and Managers to purchase the Securities will be several and not joint. It is understood that the Underwriters and Managers propose to offer the Securities for sale as set forth in the Final U.S. Prospectus and International Prospectus, respectively. The certificates for the Securities delivered to the Underwriters and Managers on the Closing Date will be in definitive form and, if applicable, fully registered form, form and in such denominations denominations, and will be registered in such names names, as the Underwriters and Managers may reasonably request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters (and the Managers) to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the UnderwritersUnderwriters (and to the Managers, if applicable), the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters (and Managers) will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters (and Managers) and the aggregate principal amount or number of shares of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to of the aggregate principal amount or number of shares of Securities set forth opposite each Underwriter’s 's (and Manager's) name in such Terms Agreement, except to the extent that the Representatives (or Managers) determine and agree that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives (and Managers) not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities.

Purchase and Offering of Securities. The obligation of the ------------------------------------ Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the --------------- Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rateinterest, maturity, any redemption provisions provision and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing ------- Date”"), the place of delivery and payment and any details of the terms of ---- offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Unless the Terms Agreement specifies that the Securities will be issued in the form of a global security to be deposited with a depositary, as contemplated by the Indenture, the securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales the sale of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery ------- ---------------- Contracts”") with such changes therein as the Company may authorize or approve. --------- Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in ------------------- respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Offered Debt Securities, the obligation of the Guarantor to guaranty such Offered Debt Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters, ; the names of any Representatives, ; the aggregate principal amount of the Offered Debt Securities; the principal amount of Offered Debt Securities to be purchased by each Underwriter, ; the initial public offering price of the Offered Debt Securities; the purchase price to be paid by the Underwriters and Underwriters, the terms of the Offered Debt Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below)requirements. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment for the Securities and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The time and date of delivery and payment of the Securities will be the time and date specified in the Terms Agreement, or such other time not later than seven full business days thereafter as the Representatives, the Company and the Guarantor agree as the time for payment and delivery of the Securities (such time and date, being herein and in the Terms Agreement referred to as the "Closing Date"). The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Offered Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Securities, the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters, ; the names of any Representatives, ; the aggregate principal amount of the Securities; the principal amount of Securities to be purchased by each Underwriter, ; the initial public offering price of the Securities; the purchase price to be paid by the Underwriters and Underwriters, the terms of the Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements requirements, and whether any the Underwriters have the right to take delivery of some or all of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below)in the form of ADNs and, if so, the terms for exercise thereof. The Terms Agreement will also specify the place of delivery and payment for the Securities and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The time and date of delivery and payment (such of the Securities will be the time and datedate specified in the Terms Agreement, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and deliverydelivery of the Securities (such time and date, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic a telegram, telex or other written communications (the “Terms Agreement”) at the each time the Company determines to sell the Securities. The Securities involved in any such offering that the Underwriters are obligated to purchase on a firm commitment basis are referred to herein as the “Firm Securities.” Each Terms Agreement will generally be in the form of Annex II (A) or (B) attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the certain terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of public offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Firm Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final ProspectusPricing Disclosure Package. The Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If specified in a Terms Agreement, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities as shall be specified in the Terms Agreement, from the Company at the same price as the Underwriters shall pay for the Firm Securities. Said option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of the Terms Agreement upon written or telegraphic notice by you to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, as adjusted by you in such manner as you deem advisable to avoid fractional shares/units. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“Delayed Delivery ContractsContract”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are only to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Firm Securities to be purchased by the several Underwriters and the aggregate principal amount of Firm Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Firm Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters Underwriters, if any, and the obligation of the Managers, if any, to purchase the Securities will be evidenced by an exchange of telegraphic facsimile or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. All references herein to this Agreement include the applicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersUnderwriters or Managers, the names of any Representatives, the principal amount or number of shares to be purchased by each UnderwriterUnderwriter and Manager, and the purchase price to be paid by the Underwriters and Managers and, if the Securities include Registered Debt Securities, Registered Preferred Shares or Registered Warrant Securities, the terms of the such Securities not already specified in the Indenture, Certificate of Designations or Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Company grants the Underwriters (or Managers) an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives (and the Managers) and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement (or prospectus supplements) relating to the offering of the Securities. The obligations of the Underwriters and Managers to purchase the Securities will be several and not joint. It is understood that the Underwriters and Managers propose to offer the Securities for sale as set forth in the Final U.S. Prospectus and International Prospectus, respectively. The certificates for the Securities delivered to the Underwriters and Managers on the Closing Date will be in definitive form and, if applicable, fully registered form, form and in such denominations denominations, and will be registered in such names names, as the Underwriters and Managers may reasonably request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters (and the Managers) to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the UnderwritersUnderwriters (and to the Managers, if applicable), the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters (and Managers) will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters (and Managers) and the aggregate principal amount or number of shares of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to of the aggregate principal amount or number of shares of Securities set forth opposite each Underwriter’s 's (and Manager's) name in such Terms Agreement, except to the extent that the Representatives (or Managers) determine and agree that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives (and Managers) not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Registered Securities, the obligation of the Guarantor to guarantee such Registered Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic telegraphic, facsimile or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Registered Securities, the principal amount of Registered Securities to be purchased by each Underwriter, the initial public offering price of the Registered Securities, the purchase price to be paid by the Underwriters and the terms of the Registered Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Guarantor agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes and the Guarantor authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company and the Guarantor may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company or the Guarantor will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers the Guarantor execute and deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the CompanyCompany and the Guarantor. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. [Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, [__________] hereby grants an option to the Underwriters, severally and not jointly, to purchase in the aggregate up to the number of Option Shares set forth on Schedule II at the same purchase price as shall be applicable to the Firm Shares. The obligation option hereby granted will expire __ days after the date hereof and may be exercised, in whole or in part at one time, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Shares. Such option may be exercised upon written notice by the Representatives to [__________] setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the Option Closing Date. If the option is exercised as to purchase all or any portion of the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersOption Shares, the names of any Representatives, Option Shares as to which the principal amount to option is exercised shall be purchased by each Underwriter, severally and not jointly, in the proportion that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares, subject to such adjustments as you, in your discretion, shall make to eliminate any sales or purchases of fractional Offered Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Shares or any portion thereof may be surrendered and terminated at any time before the exercise thereof upon written notice by the Representatives to [__________].] [With respect to all or a portion of the Common Shares to be purchased and sold by the several Underwriters, the Representatives may elect to have ADSs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's and/or the Selling Shareholders' obligation to sell to the several Underwriters and the several Underwriters' obligations to purchase, Common Shares. Notice of such election shall be given by the Representatives to the Company and/or the Selling Shareholders at least two business days prior to the relevant Closing Date (the "Notification Time"). The number of ADSs to be purchased by the Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADSs and the purchase price for any ADSs so delivered as a result of making such election shall be the purchase price per ADS set out in Schedule II hereto Except as the context may otherwise require, references hereinafter to be paid by the Underwriters and the terms Common Shares shall include all of the Securities not already specified in the IndentureCommon Shares, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) Common Shares or ADSs.] If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement and such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investorsacceptance hereof, including commercial and savings banksthe provisions of the Underwriting Agreement incorporated herein by reference, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts shall constitute a binding agreement between each of the Underwriters, the fee Company and each of the Selling Shareholders. [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 such Terms a form of Agreement in respect among Underwriters, the form of which shall be supplied to the Company and the Selling Shareholders upon request, but without warranty on your part (other than as to yourselves) as to the authority of the principal amount signers thereof.] Very truly yours, STOLT OFFSHORE S.A. By___________________________ Name: Title: STOLT OFFSHORE INVESTING LTD. By___________________________ Name: Title: STOLT NIELSEN TRANSPORTATION XROUP LTD. By___________________________ Name: Title: Accepted as of Securities the date hereof: [Names of Underwriters] By: [Representatives] By_________________________ Name: Title: On behalf of each of the Underwriters SCHEDULE I ---------- Number of Firm Shares Underwriter to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.Purchased --------------- --------------- Total....................... --------------- -1- SCHEDULE II -----------

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Purchased Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Purchased Debt Securities and the number of Debt Warrants to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not already specified in the IndentureIndenture or the Debt Warrant Agreement, as the case may be, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, the exercise price of the Debt Warrants to be purchased, the principal amount of Warrant Debt Securities issuable upon exercise of one such Debt Warrant, the date after which such Debt Warrants are exercisable, the expiration date thereof and the date, if any, such Debt Warrants are detachable and whether any of the Purchased Debt Securities or Debt Warrants may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Purchased Securities will be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in the Final Prospectus. The Purchased Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered formor bearer form with respect to any Debt Securities, and in fully registered form with respect to Debt Warrants, in each case in such denominations and numbers and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Purchased Debt Securities and number of Debt Warrants to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Debt Securities and number of Debt Warrants, as the case may be, to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Purchased Debt Securities or number of Debt Warrants set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.2

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. The Pricing Agreement shall specify the aggregate principal amount (in the case of Debt Securities) or the number (in the case of Warrants) of the Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities (subject to substitution as provided by Section 7 herein), the names of the Representatives of such Underwriters, the principal amount or number of such Securities to be purchased by each Underwriter and whether any of such Securities shall be covered by Delayed Delivery Contracts and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture or Warrant Agreement, as the case may be, pursuant to which the Securities are being issued, and the Registration Statement and Prospectus) the terms of such Securities. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securitiestransmitted. The obligations of the Underwriters to purchase under this Agreement and the Securities will Pricing Agreement shall be several and not joint. It is understood that Upon the execution of the Pricing Agreement and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale as upon the terms and conditions set forth in the Final Prospectus. The Underwriters' Securities delivered to be purchased by each Underwriter pursuant to the Underwriters on the Closing Date will be Pricing Agreement, in definitive fully registered formform to the extent practicable, and in such authorized denominations and registered in such names as the Underwriters Representatives may request. If request upon at least twenty-four hours prior notice to the Terms Agreement provides Company, shall be delivered by or on behalf of the Company to the Representatives for sales Concurrently with the delivery of Securities pursuant to delayed delivery contractsand payment for the Underwriters' Securities, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, deliver to the Representatives for the accounts of the Underwriters, Underwriters a check payable to the fee set forth order of the party designated in such Terms the Pricing Agreement in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in this Section and in the principal amount of Pricing Agreement. The Company may specify in Schedule II to the Pricing Agreement that the Underwriters are authorized to solicit offers to purchase Securities to be sold from the Company pursuant to Delayed Delivery Contracts (“Contract Securities”)Contracts, substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery such commission, if any, as may be set forth in the Pricing Agreement. Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If The principal amount (in the Company executes and delivers Delayed Delivery Contracts, case of Debt Securities) or number (in the case of Warrants) of Contract Securities will to be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount or number of Securities to be purchased by each Underwriter will as set forth in Schedule I to the Pricing Agreement shall be reduced pro rata in proportion equal to the principal amount or number of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount or number of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount or number of Securities to be purchased by such Underwriter under the Pricing Agreement bears to the total principal amount or number of the Securities (rounded as the Representatives may determine). The total principal amount or number of Underwriters' Securities to be purchased by all the Underwriters pursuant to the Pricing Agreement shall be the total principal amount or number of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except Schedule I to the extent that Pricing Agreement less the Representatives determine that such reduction shall be otherwise than pro rata and so advise principal amount or number of the CompanyContract Securities. The Company will advise deliver to the Representatives not later than 3:30 p.m., New York City time, on the second business day prior to preceding the Closing Date Time of Delivery (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the names of the investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount or number of Contract SecuritiesSecurities to be covered by each such Delayed Delivery Contract.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Securities, the principal amount of Securities to be purchased by each Underwriter, the initial public offering price of the Securities, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the Company. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Purchased Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Purchased Debt Securities, the number of Debt Warrants and the number of Currency Warrants to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not already specified in the Indenture, the Debt Warrant Agreement or the Currency Warrant Agreement, as the case may be, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, the exercise price of the Debt Warrants to be purchased, the principal amount of Warrant Debt Securities issuable upon exercise of one such Debt Warrant, the date after which such Debt Warrants are exercisable, the expiration date thereof and the date, if any, such Debt Warrants are detachable and whether any of the Purchased Debt Securities or Debt Warrants may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), and in the event any Currency Warrants are to be sold, the conditions and procedures relating to exercise, expiration date, Base Currency, Base Currency Amount and formula for determining Cash Settlement Value (as defined in the Currency Warrant Agreement). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Purchased Securities will be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in the Final Prospectus. The Purchased Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered formor bearer form with respect to any Debt Securities, and in fully registered form with respect to Debt Warrants, in each case in such denominations and numbers and registered in such names as the Underwriters may request, and will be represented by a single global Currency Warrant in the case of Currency Warrants. If the Terms Agreement provides for sales of Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Purchased Debt Securities and number of Debt Warrants to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.2

Purchase and Offering of Securities. [Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase in the aggregate up to the number of Option Shares set forth on Schedule II at the same purchase price as shall be applicable to the Firm Shares. The obligation option hereby granted will expire __ days after the date hereof and may be exercised, in whole or in part at one time, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Underwriters Firm Shares. Such option may be exercised upon written notice by the Representatives to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines setting forth the number of Option Shares as to sell which the Securitiesseveral Underwriters are exercising the option and the Option Closing Date. The Terms Agreement will generally be in If the form attached hereto option is exercised as Annex I and will incorporate by reference to all or any portion of the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersOption Shares, the names of any Representatives, Option Shares as to which the principal amount to option is exercised shall be purchased by each Underwriter, severally and not jointly, in the proportion that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares, subject to such adjustments as you, in your discretion, shall make to eliminate any sales or purchases of fractional Offered Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase price the Option Shares or any portion thereof may be surrendered and terminated at any time before the exercise thereof upon written notice by the Representatives to the Company.] [With respect to all or a portion of the Common Shares to be paid purchased and sold by the several Underwriters, the Representatives may elect to have ADSs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's obligation to sell to the several Underwriters and the terms several Underwriters' obligations to purchase, Common Shares. Notice of such election shall be given by the Securities not already specified in Representatives to the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of Company at least two business days prior to the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts relevant Closing Date (as defined belowthe "Notification Time"). The Terms Agreement will also specify the time and date number of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities ADSs to be purchased by the several Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADSs and the purchase price for any ADSs so delivered as a result of making such election shall be the purchase price per ADS set out in Schedule II hereto Except as the context may otherwise require, references hereinafter to the Common Shares shall include all of the Common Shares, whether in the form of Common Shares or ADSs. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement 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 aggregate principal amount Company. [It is understood that your acceptance of Securities 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 supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] Very truly yours, KONINKLIJKE AHOLD N.V. By___________________________ Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By______________________ Name: Title: On behalf of each of the Underwriters SCHEDULE I ---------- Number of Firm Shares Underwriter to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.Purchased ----------- --------------- _______________

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of the Underwriters to purchase any of the Securities will be evidenced by an exchange of telegraphic or other written communications the terms agreement with respect to the applicable Securities (the “Terms Agreement”) at ). All references herein to this Agreement include the time the Company determines to sell the Securitiesapplicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount or number of shares to be purchased by each Underwriter, the price to the public, and the purchase price to be paid by the Underwriters and and, if the Securities include Registered Debt Securities, Registered Preference Shares, Registered Depositary Shares, Registered Ordinary Shares, Registered Warrant Securities, Registered Warrants with Debt Securities as Units or Registered Warrants with Preference Shares as Units, the terms of the such Securities not already specified in the Indenture, Certificate of Designations, Depositary Agreement or Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Applicable Registrants grant the Underwriters an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company Applicable Registrants agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement (or prospectus supplements) relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that Upon the execution of the Terms Agreement applicable to any Securities, the several Underwriters propose to offer the Securities for sale as upon the terms and conditions set forth in the Final Pricing Disclosure Package and the Prospectus and, in connection with such offer or the sale of such Securities, will use the Pricing Disclosure Package and the Prospectus, together with any amendment or supplement thereto, that specifically describes such Securities, in the form which has been most recently distributed to them by the Company, only as permitted or contemplated thereby. The certificates for the Securities delivered to the Underwriters on the Closing Date will be in definitive form and fully registered form, form and in such denominations denominations, and will be registered in such names names, as the Underwriters may reasonably request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes Applicable Registrants authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company Applicable Registrants may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company Applicable Registrants will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes Applicable Registrants execute and delivers deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount or number of shares of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to of the aggregate principal amount or number of shares of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine and agree that such reduction shall be otherwise than pro rata and so advise the CompanyApplicable Registrants. The Company Applicable Registrants will advise the Representatives not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications a Terms Agreement substantially in the form of Annex I attached hereto (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the initial public offering price, if any, and the purchase price to be paid by the Underwriters applicable to the Securities and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, date being herein hereinafter and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement Prospectus relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered definitive or book-entry form, as specified in the applicable Terms Agreement, and be in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be made only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Registered Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic telegraphic, facsimile or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Registered Securities, the principal amount of Registered Securities to be purchased by each Underwriter, the initial public offering price of the Registered Securities, the purchase price to be paid by the Underwriters and the terms of the Registered Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such payment(such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the Company. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications a Terms Agreement substantially in the form of Annex I attached hereto (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the initial public offering price, if any, and the purchase price to be paid by the Underwriters applicable to the Securities and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest raterate or formula, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, date being herein hereinafter and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement Prospectus relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered definitive or book-entry form, as specified in the applicable Terms Agreement, and be in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be made only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. The Pricing Agreement shall specify the aggregate principal amount of the Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities (subject to substitution as provided by Section 7 herein), the names of the Representatives of such Underwriters, the principal amount of such Securities to be purchased by each Underwriter and whether any of such Securities shall be covered by Delayed Delivery Contracts and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus) the terms of such Securities. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic facsimile communications or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securitiestransmitted. The obligations of the Underwriters to purchase under this Agreement and the Securities will Pricing Agreement shall be several and not joint. It is understood that Upon the execution of the Pricing Agreement and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale as upon the terms and conditions set forth in the Final Prospectus. The Underwriters' Securities delivered to be purchased by each Underwriter pursuant to the Underwriters on the Closing Date will be Pricing Agreement, in definitive fully registered formform to the extent practicable, and in such authorized denominations and registered in such names as the Underwriters Representatives may request. If request upon at least twenty-four hours prior notice to the Terms Agreement provides for sales Company, shall be delivered by or on behalf of Securities pursuant to delayed delivery contracts, the Company authorizes to the Representatives for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor, by wire transfer of immediately available funds to a bank account specified by the Company, all at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for the Underwriters' Securities. The Company may specify in Schedule II to the Pricing Agreement that the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts Delayed Delivery Contracts, substantially in the form of Annex II III attached hereto (“Delayed Delivery Contracts”) but with such changes therein as the Representatives and the Company may authorize or approve. Delayed Delivery Contracts are If so specified, the Underwriters will endeavor to be with institutional investorsmake such arrangements, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date as compensation therefor the Company will pay, as compensation, pay to the Representatives Representatives, for the accounts of the Underwriters, concurrent with the fee delivery of and payment for the Underwriters' Securities at the Time of Delivery, such commission, if any, as may be set forth in such Terms the Pricing Agreement in respect by wire transfer of immediately available funds to a bank account specified by the Representatives. Delayed Delivery Contracts, if any, are to be with investors of the principal amount of Securities types described in the Prospectus and subject to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”)other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the The principal amount of Contract Securities will to be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata as set forth in proportion Schedule I to the Pricing Agreement shall be equal to the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the principal amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Securities to be purchased by such Underwriter under the Pricing Agreement bears to the total principal amount of the Securities (rounded as the Representatives may determine). The total principal amount of Underwriters' Securities to be purchased by all the Underwriters pursuant to the Pricing Agreement shall be the total principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except Schedule I to the extent that Pricing Agreement less the Representatives determine that such reduction shall be otherwise than pro rata and so advise principal amount of the CompanyContract Securities. The Company will advise deliver to the Representatives not later than 3:30 p.m., New York City time, on the second business day prior to preceding the Closing Date Time of Delivery (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the names of the investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount of Contract SecuritiesSecurities to be covered by each such Delayed Delivery Contract.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Debt Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Debt Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Debt Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Debt Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, and whether any of the Debt Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter and date as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be are reflected in the prospectus supplement relating to the offering of the Debt Securities. The obligations of the Underwriters to purchase the Debt Securities will be several and not joint. It is understood that the Underwriters propose to offer the Debt Securities for sale as set forth in the Final Prospectus. The Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, or bearer form in such denominations and numbers and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Debt Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Debt Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Debt Securities to be purchased by the several Underwriters and the aggregate principal amount of Debt Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Debt Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Debt Securities that are the Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the following: the firm or firms which will be Underwriters, ; the names of any Representatives, Representative(s); the aggregate principal amount of the Securities; the principal amount of Securities to be purchased by each Underwriter, ; the initial public offering price of the Securities; the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the applicable Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment for the Securities and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The time and date of delivery and payment of the Securities will be the time and date specified in the Terms Agreement, or such other time thereafter as the Representative(s) and the Company agree as the time for payment and delivery of the Securities (such time and date, being herein and in the Terms Agreement referred to as the "Closing Date"). The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Purchased Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Purchased Debt Securities and the number of Debt Warrants to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not already specified in the IndentureIndenture or the Debt Warrant Agreement, as the case may be, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, the exercise price of the Debt Warrants to be purchased, the principal amount of Warrant Debt Securities issuable upon exercise of one such Debt Warrant, the date after which such Debt Warrants are exercisable, the expiration date thereof and the date, if any, such Debt Warrants are detachable and whether any of the Purchased Debt Securities or Debt Warrants may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Purchased Securities will be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in the Final Prospectus. The Purchased Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered formor bearer form with respect to any Debt Securities, and in fully registered form with respect to Debt Warrants, in each case in such denominations and numbers and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Purchased Debt Securities and number of Debt Warrants to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Debt Securities and number of Debt Warrants, as the case may be, to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Purchased Debt Securities or number of Debt Warrants set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Purchased Debt Securities and Debt Warrants that are the Contract Securities. 4.

Purchase and Offering of Securities. The obligation of the ----------------------------------- Company to issue and sell any Registered Securities, the obligation of the Guarantor to guarantee such Registered Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic telegraphic, facsimile or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Registered Securities, the principal amount of Registered Securities to be purchased by each Underwriter, the initial public offering price of the Registered Securities, the purchase price to be paid by the Underwriters and the terms of the Registered Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Guarantor agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes and the Guarantor authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company and the Guarantor may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company or the Guarantor will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company and the Guarantor executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the Company. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. [Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase in the aggregate up to the number of Option Shares set forth on Schedule II at the same purchase price as shall be applicable to the Firm Shares. The obligation option hereby granted will expire __ days after the date hereof and may be exercised, in whole or in part at one time, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Underwriters Firm Shares. Such option may be exercised upon written notice by the Representatives to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines setting forth the number of Option Shares as to sell which the Securitiesseveral Underwriters are exercising the option and the Option Closing Date. The Terms Agreement will generally be in If the form attached hereto option is exercised as Annex I and will incorporate by reference to all or any portion of the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersOption Shares, the names of any Representatives, Option Shares as to which the principal amount to option is exercised shall be purchased by each Underwriter, severally and not jointly, in the proportion that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares, subject to such adjustments as you, in your discretion, shall make to eliminate any sales or purchases of fractional Offered Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase price the Option Shares or any portion thereof may be surrendered and terminated at any time before the exercise thereof upon written notice by the Representatives to the Company.] [With respect to all or a portion of the Common Shares to be paid purchased and sold by the several Underwriters, the Representatives may elect to have ADSs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's obligation to sell to the several Underwriters and the terms several Underwriters' obligations to purchase, Common Shares. Notice of such election shall be given by the Securities not already specified in Representatives to the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of Company at least two business days prior to the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts relevant Closing Date (as defined belowthe "Notification Time"). The Terms Agreement will also specify the time and date number of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities ADSs to be purchased by the several Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADSs and the purchase price for any ADSs so delivered as a result of making such election shall be the purchase price per ADS set out in Schedule II hereto Except as the context may otherwise require, references hereinafter to the Common Shares shall include all of the Common Shares, whether in the form of Common Shares or ADSs.] If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement 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 aggregate principal amount Company. [It is understood that your acceptance of Securities to be purchased by this letter on behalf of each Underwriter of the Underwriters is or will be reduced pro rata in proportion pursuant to the principal amount of Securities authority set forth opposite each Underwriter’s name in such Terms Agreementa form of Agreement among Underwriters, except the form of which shall be supplied to the extent that the Representatives determine that such reduction shall be otherwise Company upon request, but without warranty on your part (other than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior as to yourselves) as to the Closing Date authority of the principal amount of Contract Securitiessigners thereof.] Very truly yours,

Purchase and Offering of Securities. [Subject to the terms and conditions set forth herein, in Schedule II hereto and in the Underwriting Agreement incorporated herein by reference, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase in the aggregate up to the number of Option Shares set forth on Schedule II at the same purchase price as shall be applicable to the Firm Shares. The obligation option hereby granted will expire __ days after the date hereof and may be exercised, in whole or in part at one time, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Underwriters Firm Shares. Such option may be exercised upon written notice by the Representatives to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines setting forth the number of Option Shares as to sell which the Securitiesseveral Underwriters are exercising the option and the Option Closing Date. The Terms Agreement will generally be in If the form attached hereto option is exercised as Annex I and will incorporate by reference to all or any portion of the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersOption Shares, the names of any Representatives, Option Shares as to which the principal amount to option is exercised shall be purchased by each Underwriter, severally and not jointly, in the proportion that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares, subject to such adjustments as you, in your discretion, shall make to eliminate any sales or purchases of fractional Offered Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase price the Option Shares or any portion thereof may be surrendered and terminated at any time before the exercise thereof upon written notice by the Representatives to the Company.] [With respect to all or a portion of the Common Shares to be paid purchased and sold by the several Underwriters, the Representatives may elect to have ADSs delivered and paid for hereunder in lieu of, and in satisfaction of, the Company's obligation to sell to the several Underwriters and the terms several Underwriters' obligations to purchase, Common Shares. Notice of such election shall be given by the Securities not already specified in Representatives to the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of Company at least two business days prior to the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts relevant Closing Date (as defined belowthe "Notification Time"). The Terms Agreement will also specify the time and date number of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities ADSs to be purchased by the several Underwriters as a result of the making of such election shall be adjusted by the Representatives so as to eliminate any fractional ADSs and the purchase price for any ADSs so delivered as a result of making such election shall be the purchase price per ADS set out in Schedule II hereto Except as the context may otherwise require, references hereinafter to the Common Shares shall include all of the Common Shares, whether in the form of Common Shares or ADSs. If the foregoing is in accordance with your understanding, please sign and return to us _______ counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this Terms Agreement 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 aggregate principal amount Company. [It is understood that your acceptance of Securities 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 supplied to the Company upon request, but without warranty on your part (other than as to yourselves) as to the authority of the signers thereof.] Very truly yours, KONINKLIJKE AHOLD N.V. By___________________________ Name: Title: Accepted as of the date hereof: [Names of Underwriters] By: [Representatives] By______________________ Name: Title: On behalf of each of the Underwriters SCHEDULE I Number of Firm Shares Underwriter to be purchased by each Underwriter Purchased ------------ Total....................... ============ SCHEDULE II TITLE OF SECURITIES: Common Shares/ADSs DEPOSITARY: AGGREGATE NUMBER OF FIRM SHARES: AGGREGATE NUMBER OF OPTION SHARES: PRICE TO PUBLIC: [$]___________ per Share [$]___________ per ADS PURCHASE PRICE PAID BY UNDERWRITERS: [$]___________ per Share [$]___________ per ADS SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: [Federal funds] [New York Clearinghouse funds] FIRM CLOSING DATE: [Time and date], ____ CLOSING LOCATION: BLACKOUT PERIOD: [None] [For a period beginning at the time of execution of the Terms Agreement and ending [90] days thereafter, the Company will be reduced pro rata in proportion not, directly or indirectly, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of for value Common Shares, ADSs or securities representing, convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares or ADSs, other than (1) pursuant to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except (2) Shares issued pursuant to a stock dividend, (3) Shares or options for Shares issued to officers and employees of the Company or any of its subsidiaries under any stock plan existing at the time of execution of the Terms Agreement or any future such plan, or any Shares issued upon exercise of any such options, or (4) Shares issued upon the exercise of any options or other securities exercisable for Shares, or the conversion or exchange of convertible or exchangeable securities, in each case, outstanding at the time of execution of the Terms Agreement; provided, however, it is understood and agreed that, notwithstanding the foregoing, the Company may announce an offering of Common Shares and/or ADSs in connection with an acquisition or similar corporate transaction and may engage in negotiations with prospective underwriters and others in connection with such offering. [Insert terms, if other than as above] NAMES AND ADDRESSES OF REPRESENTATIVES: ADDRESS FOR NOTICES, ETC.: ANNEX B DESCRIPTION OF COMFORT LETTER Pursuant to Section 5(a) of the Underwriting Agreement, the accountants shall furnish letters to the extent Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Securities Act of 1933, as amended, (the "Act") and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Securities Exchange Act, of 1934, as amended (the "Exchange Act"), as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecast and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the representatives of the Underwriters (the "Representatives"); (iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Company's reports on Form 6-K incorporated by reference into the Prospectus and, if applicable, included in the Prospectus, as indicated in their reports thereon; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the Representatives determine that such reduction shall be otherwise than pro rata unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and so advise the Exchange Act and the related published rules and regulations; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included or incorporated by reference in Item 8 of the Company. The 's Annual Report on Form 20-F for the most recent fiscal year and, if applicable, included, in the Prospectus agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 20-F for such fiscal years; (v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 8 and 11 of Form 20-F and of Regulation S-K; (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company will advise and its subsidiaries, inspection of the Representatives minute books of the Company and its subsidiaries since the date of the latest audited financial statements incorporated by reference in the Prospectus and, if applicable, included in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) (i) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in a report on Form 6-K incorporated by reference in the Prospectus and, if applicable, included in the Prospectus do not later comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows or included in a report on Form 6-K incorporated by reference in the Prospectus, for them to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items incorporated by reference in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 20-F for the fiscal year ended __________; (C) the unaudited financial statements which were not included in the Prospectus or incorporated by reference therein but from which were derived the unaudited condensed financial statements referred to in Clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus or incorporated by reference therein and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 20-F for the fiscal year ended December 29, 1996; (D) any unaudited pro forma consolidated condensed financial statements incorporated by reference in the Prospectus and, if applicable, included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than the business day five days prior to the Closing Date date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the principal amount latest balance sheet incorporated by reference in the Prospectus or, if applicable, included in the Prospectus) or any increase in the consolidated long-term debt of Contract Securitiesthe Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet incorporated by reference in the Prospectus or, if applicable, included in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (vii) In addition to the examination referred to in their report(s) incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The certificates for the Securities delivered to the Underwriters on the Closing Date will be in definitive fully fully-registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, and the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, rank, interest rate, maturity, any redemption provisions and provisions, any sinking fund requirements requirements, any convertibility provisions and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“the "Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.may

Purchase and Offering of Securities. The obligation of the Company to issue and sell any Securities and the obligation of the Underwriters to purchase the Securities will be set forth in a Terms Agreement (the "Terms Agreement") which shall be in the form of an executed writing (which may be handwritten), and may be evidenced by an exchange of telegraphic telegraphic, facsimile or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) transmitted at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the aggregate principal amount of the Securities, the principal amount of Securities to be purchased by each Underwriter, the initial public offering price of the Securities, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest ratedates of payment and rate of interest, if any, maturity, any redemption or repayment provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and shall so advise the Company. The Company will advise the Representatives not later than 5:00 p.m., New York time, on the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the ----------------------------------- Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Each Terms Agreement will generally shall be substantially in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the [principal amount of] [number of] [shares of] Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters, the nature of the funds to be delivered by the Underwriters [and] [,] the public offering price, if any [if Debt Securities, insert --, and ----------------------------- the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, if any, maturity, any redemption provisions and any sinking fund requirements requirements] [if Preferred Stock, insert --, ----------------------------- and the terms of the Securities not already specified in the Certificate of Designations, including, but not limited to, annual dividend rates, sinking fund provisions, if any, and redemption provisions, if any] [if Warrants, insert --, ---------------------- and the terms of the Securities not already specified in the Warrant Agreement, including, but not limited to, the type of securities issuable on exercise of one Warrant, the Warrant exercise price, the date after which Warrants are exercisable and the Warrant expiration date], and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Each Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the any Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the [principal amount of of] [number of] [shares of] Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the [aggregate principal amount of of] [number of] [shares of] Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the [principal amount of of] [number of] [shares of] Securities set forth opposite each Underwriter’s 's name in such Terms AgreementAgree ment, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters Underwriters, if any, and the obligation of the Managers, if any, to purchase the Securities will be evidenced by an exchange of telegraphic facsimile or other written communications (the “Terms Agreement”) comprising part of the Pricing Disclosure Package at the time Applicable Time. All references herein to this Agreement include the Company determines to sell the Securitiesapplicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersUnderwriters or Managers, the names of any Representatives, the principal amount or number of shares to be purchased by each UnderwriterUnderwriter and Manager, and the purchase price to be paid by the Underwriters and Managers and, if the Securities include Registered Debt Securities, Registered Preferred Shares, Registered Common Shares, Registered Debt Warrant Securities, Registered Debt Warrants with Debt Securities as Units or Registered Debt Warrants with Preferred Shares as Units, the terms of the such Securities not already specified in the Indenture, Certificate of Designations or Debt Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Company grants the Underwriters (or Managers) an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives (and the Managers) and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement Pricing Prospectus relating to the offering of the Securities. The obligations of the Underwriters and Managers to purchase the Securities will be several and not joint. It is understood that the Underwriters and Managers propose to offer the Securities for sale as set forth in the Final Prospectus and International Prospectus, respectively. The certificates for the Securities delivered to the Underwriters and Managers on the Closing Date will be in definitive form and, if applicable, fully registered form, form and in such denominations denominations, and will be registered in such names names, as the Underwriters and Managers may reasonably request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters (and the Managers) to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the UnderwritersUnderwriters (and to the Managers, if applicable), the fee set forth in such Terms Agreement in respect of the principal amount or number of shares of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters (and Managers) will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters (and Managers) and the aggregate principal amount or number of shares of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to of the aggregate principal amount or number of shares of Securities set forth opposite each Underwriter’s (and Manager’s) name in such Terms Agreement, except to the extent that the Representatives (or Managers) determine and agree that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives (and Managers) not later than the business day prior to the Closing Date of the principal amount or number of shares of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. The Pricing Agreement shall specify the aggregate principal amount of the Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities (subject to substitution as provided by Section 7 herein), the names of the Representatives of such Underwriters, the principal amount of such Securities to be purchased by each Underwriter and whether any of such Securities shall be covered by Delayed Delivery Contracts and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus) the terms of such Securities. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic facsimile communications or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securitiestransmitted. The obligations of the Underwriters to purchase under this Agreement and the Securities will Pricing Agreement shall be several and not joint. It is understood that Upon the execution of the Pricing Agreement and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale as upon the terms and conditions set forth in the Final Prospectus. The Underwriters' Securities delivered to be purchased by each Underwriter pursuant to the Underwriters on the Closing Date will be Pricing Agreement, in definitive fully registered formform to the extent practicable, and in such authorized denominations and registered in such names as the Underwriters Representatives may requestrequest upon at least twenty-four hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor, by certified or official bank check or checks, payable to the order of the Company or by wire transfer to a bank account specified by the Company, in the funds specified in the Pricing Agreement, all at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for the Underwriters' Securities. If Concurrent with the Terms Agreement provides delivery of and payment for sales of Securities pursuant to delayed delivery contractsthe Underwriters' Securities, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, deliver to the Representatives for the accounts of the Underwriters, Underwriters a check payable to the fee set forth order of the party designated in such Terms the Pricing Agreement in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in this Section and in the principal amount of Pricing Agreement. The Company may specify in Schedule II to the Pricing Agreement that the Underwriters are authorized to solicit offers to purchase Securities to be sold from the Company pursuant to Delayed Delivery Contracts (“Contract Securities”)Contracts, substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery such commission, if any, as may be set forth in the Pricing Agreement. Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the The principal amount of Contract Securities will to be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata as set forth in proportion Schedule I to the Pricing Agreement shall be equal to the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the principal amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Securities to be purchased by such Underwriter under the Pricing Agreement bears to the total principal amount of the Securities (rounded as the Representatives may determine). The total principal amount of Underwriters' Securities to be purchased by all the Underwriters pursuant to the Pricing Agreement shall be the total principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except Schedule I to the extent that Pricing Agreement less the Representatives determine that such reduction shall be otherwise than pro rata and so advise principal amount of the CompanyContract Securities. The Company will advise deliver to the Representatives not later than 3:30 p.m., New York City time, on the second business day prior to preceding the Closing Date Time of Delivery (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the names of the investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount of Contract SecuritiesSecurities to be covered by each such Delayed Delivery Contract.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount number of shares to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenturespecified, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven five full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The certificates for the Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount number of shares of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount number of shares of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount number of shares of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount number of shares of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Each Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the public offering price, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, denominations designations, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Each Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the each Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Securities delivered to the Underwriters on the Closing Date will be in definitive definitive, fully registered form, and may be issued pursuant to the Book- Entry System described in the Prospectus, in such denominations and registered in such names as the Underwriters may request. , against payment by such Underwriters of the purchase price therefore by such means and in such funds as specified in the Terms Agreement If the a Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date Date, the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation Section 3 of the Shelf Underwriting Agreement is hereby supplemented as follows, and to the extent the Terms Agreement is inconsistent with the Shelf Underwriting Agreement, the Terms Agreement will govern: (a) Purchase of the Securities by the Underwriters; Grant of Option. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, the Underwriting Agreement, the Company hereby agree to sell 12,500,000 Firm Securities to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Securities set forth opposite such Underwriter's name in Schedule A hereto. In addition, the Company hereby grants to the Underwriters an option to purchase up to 1,875,000 Option Securities. Such option is granted solely for the purpose of covering over-allotments in the sale of the Firm Securities and is exercisable as provided below. Option Securities shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto. The respective obligations of each Underwriter with respect to the Option Securities shall be adjusted by Credit Suisse First Boston Corporation and Xxxxxxx Xxxxx Xxxxxx Inc., as Representatives of the Underwriters (the "Representatives") so that no Underwriter should be obligated to purchase the Option Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securitiesthan in 100 unit amounts. The Terms Agreement will generally be in price of both the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Firm Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether Option Securities shall be $26.47 per Security. The Company shall not be obligated to deliver any of the Securities may to be sold to institutional investors pursuant to Delayed delivered on the First Delivery Contracts Date (as defined belowhereinafter defined) or the Second Delivery Date (as hereinafter defined). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time case may be, except upon payment for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from all the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in on such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Delivery Date of the principal amount of Contract Securitiesas provided herein.

Purchase and Offering of Securities. The obligation of the ------------------------------------ Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any currency of denomination, and redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company and the Guarantor agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the manner and place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the SecuritiesSecurities (the "Prospectus Supplement"). The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Unless otherwise provided in the Terms Agreement, the Securities of Crown and Crown France delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. Securities of Crown UK delivered to the Underwriters on the Closing Date will be in bearer form, in such denominations as the Underwriters may request, unless otherwise provided in the Terms Agreement. If the Terms Agreement provides for sales sale of Securities pursuant to delayed delivery contracts, the Company authorizes and the Guarantor authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II 1 attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company and the Guarantor may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company or the Guarantor, as the case may be, will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“the "Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers the Guarantor execute and deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the CompanyCompany and the Guarantor. The Company and the Guarantor will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters Underwriters, if any, and the obligation of the Managers, if any, to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”Agreement"1) at the time the Company determines to sell the Securities. All references herein to this Agreement include the applicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be UnderwritersUnderwriters or Managers, the names of any Representatives, the principal amount or number of shares to be purchased by each UnderwriterUnderwriter and Manager, and the purchase price to be paid by the Underwriters and Managers and, if the Securities include Registered Debt Securities, Registered Preferred Shares or Registered Warrant Securities, the terms of the such Securities not already specified in the Indenture, Certificate of Designations or Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Company grants the Underwriters (or Managers) an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives (and the Managers) and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”Date"2), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement (or prospectus supplements) relating to the offering of the Securities. The obligations of the Underwriters and Managers to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in ---------------- 1 Any such Terms Agreement in respect relating to the purchase of such Securities by the principal amount of Securities Manager or Managers will be referred to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”)therein as a "Subscription Agreement". The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. 2 If the Company executes grants the Underwriters (and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Managers) an option to purchase additional Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in cover over-allotments, such Terms AgreementAgreement will specify the time for the delivery of and payment for such Securities, except to the extent that the Representatives determine that which such reduction shall time may be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract SecuritiesDate.

Purchase and Offering of Securities. The obligation Section 3 of the Shelf Underwriting Agreement is hereby supplemented as follows, and to the extent the Terms Agreement is inconsistent with the Shelf Underwriting Agreement, the Terms Agreement will govern: A Purchase of the Securities by the Underwriters; Grant of Option. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, the Underwriting Agreement, the Company hereby agrees to sell 29,000,000 Firm Securities to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Securities set forth opposite such Underwriter's name in Schedule A hereto. In addition, the Company hereby grants to the Underwriters an option to purchase up to 2,578,900 Option Securities. Such option is granted solely for the purpose of covering over-allotments in the sale of the Firm Securities and is exercisable as provided below. Option Securities shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto. The respective obligations of each Underwriter with respect to the Option Securities shall be adjusted by Credit Suisse First Boston Corporation and Morgan Stanley & Co. Incorporated, as Representatives of the Undexxxxxxrx (xxx "Representatives") so that no Underwriter should be obligated to purchase the Option Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securitiesthan in 100 unit amounts. The Terms Agreement will generally be in price of both the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Firm Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether Option Securities shall be $33.25 per Security. The Company shall not be obligated to deliver any of the Securities may to be sold to institutional investors pursuant to Delayed delivered on the First Delivery Contracts Date (as defined belowhereinafter defined) or the Second Delivery Date (as hereinafter defined). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time case may be, except upon payment for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from all the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in on such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Delivery Date of the principal amount of Contract Securitiesas provided herein.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of the Underwriters to purchase any of the Securities will be evidenced by an exchange of telegraphic or other written communications the terms agreement with respect to the applicable Securities (the “Terms Agreement”) at ). All references herein to this Agreement include the time the Company determines to sell the Securitiesapplicable Terms Agreement. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount or number of shares to be purchased by each Underwriter, the price to the public, and the purchase price to be paid by the Underwriters and and, if the Securities include Registered Debt Securities, Registered Preference Shares, Registered Depositary Shares, Registered Ordinary Shares, Registered Warrant Securities, Registered Warrants with Debt Securities as Units or Registered Warrants with Preference Shares as Units, the terms of the such Securities not already specified in the Indenture, Certificate of Designations, Depositary Agreement or Warrant Agreement, respectively, including, but not limited to, interest or dividend rate, maturity, any redemption provisions and any sinking fund requirements and requirements, whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below), expiration date and conversion terms (if any such terms are to be applicable). If the Applicable Registrants grant the Underwriters an option to purchase additional Securities to cover over-allotments, the terms of such option (or options) will be specified in the Terms Agreement. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company Applicable Registrants agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement (or prospectus supplements) relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that Upon the execution of the Terms Agreement applicable to any Securities, the several Underwriters propose to offer the Securities for sale as upon the terms and conditions set forth in the Final Pricing Disclosure Package and the Prospectus and, in connection with such offer or the sale of such Securities, will use the Pricing Disclosure Package and the Prospectus, together with any amendment or supplement thereto, that specifically describes such Securities, in the form which has been most recently distributed to them by the Company, only as permitted or contemplated thereby. The certificates for the Securities delivered to the Underwriters on the Closing Date will be in definitive form and fully registered form, form and in such denominations denominations, and will be registered in such names names, as the Underwriters may reasonably request. If The Applicable Registrants acknowledge and agree that each of the Underwriters is acting solely in the capacity of an arm’s-length contractual counterparty to the Applicable Registrants with respect to the offering of any Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Applicable Registrants or any other person. Additionally, neither the Representatives nor any of the other Underwriters is advising the Applicable Registrants or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Representative or Underwriter has advised or is advising the Applicable Registrants on other matters). The Applicable Registrants have consulted with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated by a Terms Agreement, and the Underwriters shall have no responsibility or liability to the Applicable Registrants or any other person with respect thereto. Any review by the Underwriters of the Applicable Registrants, the transactions contemplated by a Terms Agreement provides or other matters relating to such transactions will be performed solely for sales the benefit of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in and shall not be on behalf of the form Applicable Registrants. The Applicable Registrants agree that none of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company them will pay, as compensation, to the Representatives for the accounts of claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the fee set forth Applicable Registrants, in connection with such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity transaction or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securitiesprocess leading thereto.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic telefaxed or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions provi sions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement Agree ment referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering offer ing that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters Underwrit ers propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. Delivery of Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company at a bank acceptable to the Representatives. Delivery of Securities shall be made through the facilities of The Depositary Trust Company unless the Representatives shall otherwise instruct. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”Securi ties"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities Securi ties to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms AgreementAgree ment, except to the extent that the Representatives determine deter mine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the ----------------------------------- Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rateinterest, maturity, any redemption provisions and provisions, any sinking fund requirements requirements, any conversion rights or provisions and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive definitive, fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities will shall be evidenced by the Pricing Agreement with respect to the Securities specified therein. The Pricing Agreement shall specify the aggregate principal amount (in the case of Debt Securities) or the number (in the case of Warrants) of the Securities, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities (subject to substitution as provided by Section 7 herein), the names of the Representatives of such Underwriters, the principal amount or number of such Securities to be purchased by each Underwriter and whether any of such Securities shall be covered by Delayed Delivery Contracts and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture or Warrant Agreement, as the case may be, pursuant to which the Securities are being issued, and the Registration Statement and Prospectus) the terms of such Securities. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securitiestransmitted. The obligations of the Underwriters to purchase under this Agreement and the Securities will Pricing Agreement shall be several and not joint. It is understood that Upon the execution of the Pricing Agreement and authorization by the Representatives of the release of the Underwriters' Securities, the several Underwriters propose to offer the Underwriters' Securities for sale as upon the terms and conditions set forth in the Final Prospectus. The Underwriters' Securities delivered to be purchased by each Underwriter pursuant to the Underwriters on the Closing Date will be Pricing Agreement, in definitive fully registered formform to the extent practicable, and in such authorized denominations and registered in such names as the Underwriters Representatives may requestrequest upon at least twenty-four hours prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor, by certified or official bank check or checks, payable to the order of the Company or by wire transfer to a bank account specified by the Company, in the funds specified in the Pricing Agreement, all at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for the Underwriters' Securities. If Concurrently with the Terms Agreement provides delivery of and payment for sales of Securities pursuant to delayed delivery contractsthe Underwriters' Securities, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, deliver to the Representatives for the accounts of the Underwriters, Underwriters a check payable to the fee set forth order of the party designated in such Terms the Pricing Agreement in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in this Section and in the principal amount of Pricing Agreement. The Company may specify in Schedule II to the Pricing Agreement that the Underwriters are authorized to solicit offers to purchase Securities to be sold from the Company pursuant to Delayed Delivery Contracts (“Contract Securities”)Contracts, substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery such commission, if any, as may be set forth in the Pricing Agreement. Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus and subject to other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If The principal amount (in the Company executes and delivers Delayed Delivery Contracts, case of Debt Securities) or number (in the case of Warrants) of Contract Securities will to be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount or number of Securities to be purchased by each Underwriter will as set forth in Schedule I to the Pricing Agreement shall be reduced pro rata in proportion equal to the principal amount or number of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount or number of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount or number of Securities to be purchased by such Underwriter under the Pricing Agreement bears to the total principal amount or number of the Securities (rounded as the Representatives may determine). The total principal amount or number of Underwriters' Securities to be purchased by all the Underwriters pursuant to the Pricing Agreement shall be the total principal amount or number of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except Schedule I to the extent that Pricing Agreement less the Representatives determine that such reduction shall be otherwise than pro rata and so advise principal amount or number of the CompanyContract Securities. The Company will advise deliver to the Representatives not later than 3:30 p.m., New York City time, on the second business day prior to preceding the Closing Date Time of Delivery (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the names of the investors with which the making of Delayed Delivery Contracts has been approved by the Company and the principal amount or number of Contract SecuritiesSecurities to be covered by each such Delayed Delivery Contract.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Purchased Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Purchased Debt Securities and the number of Debt Warrants to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not already specified in the IndentureIndenture or the Debt Warrant Agreement, as the case may be, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, the exercise price of the Debt Warrants to be purchased, the principal amount of Warrant Debt Securities issuable upon exercise of one such Debt Warrant, the date after which such Debt Warrants are exercisable, the expiration date thereof and the date, if any, such Debt Warrants are detachable and whether any of the Purchased Debt Securities or Debt Warrants may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Purchased Securities will be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in the Final Prospectus. The Purchased Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered formor bearer form with respect to any Debt Securities, and in fully registered form with respect to Debt Warrants, in each case in such denominations and numbers and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Debt Securities or Debt Warrants pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Purchased Debt Securities and number of Debt Warrants to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Debt Securities and number of Debt Warrants, as the case may be, to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Purchased Debt Securities or number of Debt Warrants set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Purchased Debt Securities and Debt Warrants that are the Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the any Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms "Pricing Agreement”") at the time the Company determines to sell the Securities. The Terms Pricing Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreementthese Standard Underwriting Agreement Provisions (these "Provisions"), except as otherwise provided therein, and will specify (1) the firm or firms which will be Underwriters, (2) the names of any Representatives, (3) the principal amount of Securities to be purchased by each Underwriter, Underwriter and the purchase price to be paid by the Underwriters and Underwriters, (4) the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify 5) the time and date on which delivery of delivery and payment the Securities will be made to the Representatives for the accounts of the several Underwriters (such time and date, or such other time and date not later than seven full business days thereafter as the Representatives and the Company agree to as the to time and date for payment and delivery, being herein and in the Terms Pricing Agreement referred to as the “"Closing Date”), ") and (6) the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securitiespayment. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters Representatives may request. If The Underwriters, through the Terms Agreement provides for sales of Securities pursuant representatives, will pay to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives price for the accounts Securities, less the commission of the Underwriters, on the fee set forth Closing Date, by wire transfer of same-day funds to an account to be specified by the Company not less than two full business days in advance of the Closing Date. Certificates for the Securities shall be registered in such Terms Agreement names and in respect such denominations as the Representatives may request not less than two full business days in advance of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract SecuritiesDate.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Registered Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Registered Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Registered Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Registered Securities. The obligations of the Underwriters to purchase the Registered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Registered Securities for sale as set forth in the Final Prospectus. The Registered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. Delivery of Registered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of Registered Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Registered Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Registered Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify specifies the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements applicable Indenture and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will Annex I also specify specifies the time and date of delivery and payment (such time suxx xxxx and date, or such other time not later than seven full business days thereafter as the Representatives and the Company Companies hereby agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement Annex I provides for sales of Securities pursuant to delayed delivery contractsdeliverx xxxxxacts, the Company authorizes Companies authorize the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“the "Delayed Delivery Contracts”") with such changes therein as the Company Companies may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company Companies will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement Annex I in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes Companies execute and delivers deliver Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms AgreementAnnex I, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the CompanyCompanies. The Company Companies will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the ----------------------------------- Underwriters to purchase the Purchased Debt Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Purchased Debt Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount of Purchased Debt Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Debt Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements requirements, and whether any of the Purchased Debt Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter and date as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Purchased Debt Securities. The obligations of the Underwriters to purchase the Purchased Debt Securities will be several and not joint. It is understood that the Underwriters propose to offer the Purchased Debt Securities for sale as set forth in the Final Prospectus. The Purchased Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, or bearer form in such denominations and numbers and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Purchased Debt Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Purchased Debt Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Purchased Debt Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Debt Securities to be purchased by the several Underwriters and the aggregate principal amount of Purchased Debt Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Purchased Debt Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Purchased Debt Securities that are the Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, and the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, rank, interest rate, maturity, any redemption provisions and provisions, any sinking fund requirements requirements, any convertibility provisions and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“the "Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, compensation to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“the "Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities. 3.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic a telegram, telex or other written communications (the “"Terms Agreement”") at the each time the Company determines to sell the Securities. The Securities involved in any such offering are referred to herein as "Purchased Securities." Each Terms Agreement will generally be in the form of Annex II (A) or (B) attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the certain terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of public offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Debt Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If specified in a Terms Agreement, on the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to that amount of the Option Securities, as shall be specified in the Terms Agreement, from the Company at the same price as the Underwriters shall pay for the Securities. Said option may be exercised only to cover over-allotments in the sale of the Securities by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of the Terms Agreement upon written or telegraphic notice by you to the Company setting forth the amount of the Option Securities as to which the several Underwriters are exercising the option. The amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Securities, as adjusted by you in such manner as you deem advisable to avoid fractional shares/units. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”Contract") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are only to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Trust to issue and sell the Preferred Securities and the obligation of any of the Underwriters to purchase the Preferred Securities will shall be evidenced by the Pricing Agreement, which shall specify the aggregate number of the Initial Preferred Securities, the maximum member of Option Preferred Securities, if any, the initial public offering price of such Initial Preferred The Trust may specify in the Pricing Agreement that the Trust thereby grants to the Underwriters the right (an exchange "Over-allotment Option") to purchase at their election up to the number of telegraphic or other written communications (Option Preferred Securities set forth in such Pricing Agreement, on the “Terms Agreement”) at same terms as the time Initial Preferred Securities, for the Company determines to sell sole purpose of covering over- allotments in the sale of the Initial Preferred Securities. The Terms Agreement will generally Any such election to purchase Option Preferred Securities may be exercised by written notice from the Representatives to the Trust, given within a period specified in the form attached hereto as Annex I and will incorporate by reference the provisions of this Pricing Agreement, except as otherwise provided therein, and will specify setting forth the firm or firms which will be Underwriters, the names aggregate number of any Representatives, the principal amount Option Preferred Securities to be purchased by each Underwriter, and the purchase price date on which such Option Preferred Securities are to be paid delivered, as determined by the Underwriters and Representatives but in no event earlier than the terms First Time of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date) or, or such other time not later than seven full business days thereafter as unless the Representatives and the Company Trust otherwise agree as in writing, earlier than or later than the time for payment and delivery, being herein and in respective number of business days after the Terms Agreement referred to as the “Closing Date”), the place date of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as such notice set forth in the Final ProspectusPricing Agreement. The Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales number of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Option Preferred Securities to be sold pursuant added to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect the number of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Initial Preferred Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement shall be, in each case, the number of Option Preferred Securities which the Trust has been advised by the Representatives have been attributed to such Underwriter; provided that, if the Trust has not been so advised, the number of Option Preferred Securities to be so added shall be, in each case, that proportion of Option Preferred As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Preferred Securities will be reduced pro rata in proportion used by the Trust to purchase the Junior Subordinated Debentures, the Company hereby agrees to pay at each Time of Delivery to the principal Representatives, for the accounts of the several Underwriters, an amount per Preferred Security specified in the Pricing Agreement for the Preferred Securities to be delivered hereunder at such Time of Delivery. The Initial Preferred Securities set forth opposite and the Option Preferred Securities to be purchased by each Underwriter’s name in such Terms Underwriter pursuant to the Pricing Agreement, except in the form specified in the Pricing Agreement, shall be delivered by or on behalf of the Trust to the extent that Representatives, through the facilities of The Depository Trust Company ("DTC"), for the account of each such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer to the account specified by the Trust in same day funds, (i) with respect to the Initial Preferred Securities, all in the manner and at the place and time and date specified in the Pricing Agreement or at such other place and time and date as the Representatives determine that and the Trust may agree upon in writing (such reduction shall be otherwise than pro rata time and so advise date being herein called the Company"First Time of Delivery") and (ii) with respect to the Option Preferred Securities, if any, in the manner and at the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters' election to purchase such Option Preferred Securities, or at such other time and date as the Representatives and the Trust may agree upon in writing (such time and date, if not the First Time of Delivery, being herein called the "Second Time of Delivery"). The Each such time and date for delivery is herein called a "Time of Delivery". At each Time of Delivery, the Company will advise pay, or cause to be paid, the compensation payable at such Time of Delivery to the Underwriters in the same funds and manner as the purchase price for the Preferred Securities to be paid by the Underwriters to the Trust (any such certified or official bank check or checks to be payable to the order of the Representatives not later than the business day prior and any such wire transfer to be to the Closing Date of account specified by the principal amount of Contract SecuritiesRepresentatives).

Purchase and Offering of Securities. The obligation (a) Upon the execution of ------------------------------------ the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the Underwriters to purchase release of the Securities will be evidenced by an exchange of telegraphic or other written communications (the “Terms Agreement”) at the time the Company determines to sell the Underwriters' Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Underwriters' Securities for sale as upon the terms and conditions set forth in the Final Prospectus. Prospectus as amended or supplemented and in this Agreement and the applicable Pricing Agreement. (b) The Securities delivered Company may specify in Schedule II to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as Pricing Agreement applicable to any Designated Securities that the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters are authorized to solicit offers to purchase Designated Securities from the Company pursuant to delayed delivery contracts (herein called "Delayed Delivery Contracts"), substantially in the form of Annex II attached hereto (“Delayed Delivery Contracts”) but with such changes therein as the Representatives and the Company may authorize or approve. Delayed Delivery Contracts are If so specified, the Underwriters will endeavor to be with institutional investorsmake such arrangements, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date as compensation therefor the Company will pay, as compensation, pay to the Representatives Representatives, for the accounts of the Underwriters, at the fee Time of Delivery (as defined in Section 4 hereof), such commission, if any, as may be set forth in such Terms Agreement in respect Pricing Agreement. Delayed Delivery Contracts, if any, are to be with investors of the principal amount of Securities types described in the Prospectus and subject to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”)other conditions therein set forth. The Underwriters will not have any responsibility in respect of the validity or the performance of any Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the The principal amount of Contract Securities will to be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Designated Securities to be purchased by each Underwriter will be reduced pro rata as set forth in proportion Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the principal amount of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter; provided that if the Company has not been so advised, the -------- amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the principal amount of Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the total principal amount of the Designated Securities (rounded as the Representatives may determine). The total principal amount of Underwriters' Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total principal amount of Designated Securities set forth opposite each Underwriter’s name in Schedule I to such Terms AgreementPricing Agreement less the principal amount of the Contract Securities, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Companyif any. The Company will advise the Representatives not later than the business day prior to preceding the Closing Date Time of Delivery (as defined in Section 4 hereof) specified in the applicable Pricing Agreement (or such other time and date as the Representatives and the Company may agree upon in writing) of the principal amount of Contract Securities.

Purchase and Offering of Securities. The obligation of the Underwriters to purchase the Securities will be evidenced by an exchange of telegraphic or other written communications (the “"Terms Agreement”") at the time the Company determines to sell the Securities. The Terms Agreement will generally be in the form attached hereto as Annex I and will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Securities not already specified in the Indenture, including, but not limited to, interest rateinterest, maturity, any redemption provisions and provisions, any sinking fund requirements requirements, any conversion rights or provisions and whether any of the Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts (as defined below). The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days thereafter as the Representatives and the Company agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “"Closing Date”"), the place of delivery and payment and any details of the terms of offering that should be reflected in the prospectus supplement relating to the offering of the Securities. The obligations of the Underwriters to purchase the Securities will be several and not joint. It is understood that the Underwriters propose to offer the Securities for sale as set forth in the Final Prospectus. The Securities delivered to the Underwriters on the Closing Date will be in definitive definitive, fully registered form, in such denominations and registered in such names as the Underwriters may request. If the Terms Agreement provides for sales of Securities pursuant to delayed delivery contracts, the Company authorizes the Underwriters to solicit offers to purchase Securities pursuant to delayed delivery contracts substantially in the form of Annex II I attached hereto (“"Delayed Delivery Contracts”") with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Company will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Securities to be sold pursuant to Delayed Delivery Contracts (“"Contract Securities”"). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Securities to be purchased by the several Underwriters and the aggregate principal amount of Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Securities set forth opposite each Underwriter’s 's name in such Terms Agreement, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company. The Company will advise the Representatives not later than the business day prior to the Closing Date of the principal amount of Contract Securities.