Common use of Solicitations as Agent Clause in Contracts

Solicitations as Agent. The Agents propose to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)shall not appoint sub-agents. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without Securities purchased by the consent Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers. The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the Company shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic, or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Following any such notice, until such time as the Company shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Securities, the Company shall not be required to comply with the requirements of Sections 6(b), 6(c) and 6(d) hereof. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, the Company shall provide to the Agents such certificates, opinions and letters as generally described in Sections 6(b), 6(c) and 6(d) as the Agents may reasonably request or as may be specified in any applicable Terms Agreement. Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate Agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto, or such other amount as shall be agreed between the Company and such Agent and set forth in the Trustpricing supplement relating to such Securities. The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of you agree, as agent of the Company, to use your best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at in any time Specified Currency, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and Company, you will, as soon as practicable, but in no event later than one business day after receipt of instruction from the TrustCompany, the Agents will suspend promptly solicitation of offers to purchase the Notes from the Company until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay you a commission, at the time of settlement of each sale of Notes by the Company and as a result of a solicitation made by you, in an amount in U.S. dollars (which, in the Trustcase of Notes denominated in currency units or in currencies other than U.S. dollars, shall be based on the Agents Exchange Rate (as defined below)) equal to the applicable percentage of the aggregate principal amount of each Note sold as set forth in Schedule A attached hereto. Unless otherwise agreed to, as agent, you are authorized to solicit orders for the Notes at the principal amount thereof only in the denominations specified in the applicable pricing supplement (which will be either U.S. $25* or U.S. $1,000* and integral multiples of such denominations in excess thereof) at a purchase price equal to 100% of the principal amount thereof, unless otherwise specified in a supplement to the Prospectus. You shall communicate to the Company, orally or in writing, each offer to purchase Notes received by you as agent, other than those rejected by you. The Company shall have the sole right to accept offers to purchase the Notes only and may reject any such offer in denominations of $1,000 whole or more (in multiples of $1,000)part. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed offer received by you to purchase of the Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreements your agreement contained herein. The No Note which the Company and the Trust agree has agreed to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes sell pursuant to the Selling Agent Agreementthis Agreement shall be deemed to have been purchased and paid for, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); providedor sold, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes until such Note shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and have been delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementthereof against payment by such purchaser.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company applicable Disclosure Package and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionFinal Prospectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) of this Agreement; provided, however, that if the TrustRegistration Statement, any Preliminary Final Prospectus, the applicable Disclosure Package or the Final Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents are authorized deem to solicit be immaterial), no Agent shall be required to resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to purchase price, interest rate, maturity date and other terms of the Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all applicable Agent and set forth in a pricing supplement to the Final Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase of the Notes. All Notes shall sold through any Agent as agent will be sold to the public at a purchase price not to exceed 100% of the their principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in unless otherwise agreed to by the confirmation statement of the Agent or Selected Dealer responsible for Company and such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The Agents propose If provided for in this Distribution Agreement and on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Dealer(s) party hereto, as agent of the Trust, will use its (or their) reasonable best efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and Prospectus. Each such Dealer is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes. All Notes sold through each such Dealer as an agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon the terms communicated to the Agents from time to time by between the Company and the Trust or the Purchasing AgentTrust, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Companyon one hand, and such Dealer, on the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionother hand. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through a Dealer, as an agent of the Notes Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the Trust, the Agents but in no event later than one business day after such instructions have been provided, each such Dealer will suspend promptly solicitation of offers to for the purchase of Notes from the Trust until such time as the Company and the Trust has advised the Agents such Dealer that such solicitation may be resumed. Unless otherwise instructed by For the Company and purpose of the Trustforegoing sentence, the Agents "business day" shall mean any day which is not a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)be closed. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agenteach Dealer, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementTrust, a concession in commission, which each such Dealer is hereby authorized to deduct from the form sales proceeds of Notes sold by the Trust as a result of a discount solicitation as agent made by each such Dealer, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Trust as a result of any such solicitation made by each such Dealer, as set forth in Exhibit Q hereto (Schedule 1 hereto. Delivery of Notes sold through a Dealer as an agent of the "Concession"); providedTrust shall be made by the Trust to such Dealer for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, howeversuch Dealer shall promptly notify the Trust and deliver such Note to the Trust and, that if such Dealer has theretofore paid the CompanyTrust for such Note, the Trust and will promptly return such funds to such Dealer. If such failure has occurred for any reason other than default by such Dealer in the Purchasing Agent may agree also to a Concession greater than or less than performance of its obligations hereunder, the percentages set forth Trust will reimburse such Dealer on Exhibit Q hereto. The actual aggregate Concession with respect an equitable basis for its loss of the use of the funds for the period such funds were credited to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement's account.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed to by the Company and the applicable Agent, such Agent as an agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon As soon as practicable, but in any event not later than one business day after receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay each Agent, as consideration for soliciting the sale of any Notes, a commission in the form of a discount equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by each respective Agent as set forth in Exhibit B hereto. Except as provided in Section 2(a), without the prior approval of the Company, the Agent may not re-allow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and the Trust, Agents and set forth in a supplement to the Agents are authorized Prospectus and (except as may be otherwise provided in an applicable supplement to solicit offers to purchase the Notes Prospectus) only in denominations of $1,000 or more (any integral multiple thereof. Each Agent shall communicate to the Company, orally or in multiples of $1,000)writing, each reasonable offer to purchase Notes received by it. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the rightright to reject, in its discretion reasonably exercised, any offer to reject any proposed purchase of Notes, as a the Notes in whole or in part, and any such rejection shall not be deemed a breach of its the Agent's agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents Purchasing Agent that such solicitation may be resumed. Unless otherwise instructed by In addition, the Company reserves the right to sell Securities on its own behalf, and may solicit and accept offers to purchase Securities from other agents without the Trustassistance of the Agents; and, in the Agents case of any such sale not resulting from a solicitation made by any Agent, no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit offers to purchase orders for the Notes Securities only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes Securities without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Securities. The Company shall have the sole right to accept offers to purchase Securities offered through you and the Trustmay reject any proposed purchase of Securities as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of NotesSecurities, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Securities, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the “Concession”). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (“Zero-Coupon Notes”), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Securities from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all Notes you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and a Trust and an Agent, such Agent, as an agent of the Company and such Trust, will use its reasonable efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated Prospectus. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of such Trust and the Company. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and the such Trust or the Purchasing and such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through an Agent, as an agent of the Notes Company and such Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of written instructions (which may be given orally) to such effect from such Trust, such Agent will suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase through such Trust until such time as the Company and the such Trust has have advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustEach Trust agrees to pay each Agent, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the rightxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its discretion reasonably exercised, to reject any proposed purchase of Notes, capacity as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Retail Agent, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementCompany and such Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Trust as a result of any such solicitation made by such Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule B hereto. The actual aggregate Concession with respect Each Trust agrees to pay Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent, as consideration for soliciting offers to purchase Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by an agent of the Company and the such Trust, all Notes shall be sold a commission, in the form of a discount, equal to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Trust as a result of any such solicitation made by the Retail Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule C hereto.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents Purchasing Agent that such solicitation may be resumed. Unless otherwise instructed by In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf; and, in the Trustcase of any such sale not resulting from a solicitation made by any Agent, the Agents no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the "Concession"). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date ("Zero-Coupon Notes"), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Securities Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf in up to ten separate transactions; and, in the Trustcase of any such sale not resulting from a solicitation made by any Agent, the Agents no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will, however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the "CONCESSION"). Notwithstanding the foregoing, for Zero-Coupon Notes (as defined below), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The Agents propose On the basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, when agreed to by the Company and the applicable Agent, such Agent as an agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon As soon as practicable, but in any event not later than one business day after receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay each Agent, as consideration for soliciting the sale of any Notes, a commission in the form of a discount equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by each respective Agent as set forth in Exhibit B hereto. Except as provided in Section 2(a), without the prior approval --------- of the Company, the Agent may not re-allow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and the Trust, Agents and set forth in a supplement to the Agents are authorized Prospectus and (except as may be otherwise provided in an applicable supplement to solicit offers to purchase the Notes Prospectus) only in denominations of $1,000 or more (any integral multiple thereof. Each Agent shall communicate to the Company, orally or in multiples of $1,000)writing, each reasonable offer to purchase Notes received by it. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the rightright to reject, in its discretion reasonably exercised, any offer to reject any proposed purchase of Notes, as a the Notes in whole or in part, and any such rejection shall not be deemed a breach of its the Agent's agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)shall not appoint sub-agents. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without purchased by the consent Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers. The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the TrustCompany shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic, or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto. The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth herein and in the Prospectus General Disclosure Package and upon the terms communicated Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, Notes or any other debt securities with a maturity at the time of original issuance of 9 months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf to investors (other than broker-dealers, except to the Agents extent set forth in the next succeeding sentence). The Company may also sell Notes to an Agent acting as principal for its own account or for resale to one or more investors. The Company may from time to time by offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent hereunder on the same terms and conditions as provided herein for the Trust or Agents and without giving the Purchasing Agent, as the case may be. For the purpose Agents prior notice of such solicitationappointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially similar (including the same commission schedule as set forth herein) to the applicable terms of this Agreement (without being required to become a party hereto) and (ii) the Agents are not authorizedgiven notice of such purchase promptly, without in each case after the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionis agreed to. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Company, each Agent will suspend solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by Each purchase of Notes shall be (i) at a discount from the principal amount of such Notes as agreed between the Company and such Agent or (ii) as otherwise agreed between the Trust, the Company and such Agent. The Agents are authorized to solicit offers to purchase the Notes only in denominations the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or more (composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in multiples excess thereof which is an integral multiple of $1,0001,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Company. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the right, in its discretion reasonably exercisedsole discretion, to reject any proposed offer to purchase of Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements contained hereinherein contained. The Company procedural details relating to the issue and delivery of Notes sold by an Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be payment therefor are set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions Administrative Procedures (as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementhereinafter defined).

Solicitations as Agent. The Agents propose If agreed upon by an Agent and the Corporation, the Agent, acting solely as agent for the Corporation and not as principal, will solicit purchases of the Notes. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to solicit offers by the Corporation and such Agent. Such Agent will communicate to the Corporation, orally, each offer to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes by persons solicited by the Agent, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. The Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Corporation in the event any such agency purchase is not consummated for any reason other than the negligence of the Agent. If the Corporation shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Corporation shall (i) hold the Agent for such purchase harmless against any loss, claim or damage arising from or as a result of such default by the Corporation and (ii) notwithstanding such default, pay to such Agent any commission to which it would be entitled in connection with such sale. The Corporation reserves the Purchasing Agentright, in its sole discretion, to suspend solicitation of purchases of the Notes through the Agents, as consideration agent, commencing at any time for soliciting any period of time or permanently. Upon receipt of instructions from the Corporation, the Agents will forthwith suspend solicitation of purchases from the Corporation until such time as the Corporation has advised the Agents that such solicitation may be resumed. For those offers to purchase Notes pursuant to accepted by the Selling Corporation, the Agent Agreementshall be paid a commission. Unless otherwise agreed between the Corporation and the Agent, a concession in the form of a discount such commission shall be an amount equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Corporation as a result of a solicitation made by such Agent as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q C hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, market measure or interest rate, as applicable, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereofNotes. The manner in which the payment on a tranche of Notes will be calculated, plus accrued interesta description of the market measure to which the payment on a tranche of Notes may be linked and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) a “Product Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount or face amount, as applicable, unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and a Trust and an Agent, such Agent, as an agent of the Company and such Trust, will use its reasonable efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated applicable Time of Sale Prospectus. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of such Trust and the Company. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and the such Trust or the Purchasing and such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through an Agent, as an agent of the Notes Company and such Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of written instructions (which may be given orally) to such effect from such Trust, such Agent will suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase through such Trust until such time as the Company and the such Trust has have advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustEach Trust agrees to pay each Agent, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, acting in its discretion reasonably exercised, to reject any proposed purchase of Notes, capacity as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and Agent under the Trust agree to pay the Purchasing AgentInstitutional Program, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementCompany and such Trust, a concession commission, in the form of a discount discount, unless otherwise agreed in the applicable Terms Agreement, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Trust as a result of any such solicitation made by such Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule B hereto. The actual aggregate Concession with respect Each Trust agrees to pay each Agent, acting in its capacity as Agent under the Retail Programs, as consideration for soliciting offers to purchase Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by an agent of the Company and the such Trust, all Notes shall be sold a commission, in the form of a discount, unless otherwise agreed in the applicable Terms Agreement, equal to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Trust as a result of any such solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule C hereto.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, interest rate, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereof, plus accrued interestNotes. The manner in which the payment on a tranche of Notes will be calculated and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) a “Product Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, upon receipt of instructions from the Company in accordance with Section 1(b) hereof, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus applicable General Disclosure Package and upon the terms communicated Prospectus. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to the Agents from time to time by the Company and the Trust or the Purchasing such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless The Company and the Agents agree that, without any other action on behalf of the Company being necessary, the Agents shall suspend (and the Company hereby instructs the Agents to suspend) solicitations of purchases of Notes during each period commencing with the filing by the Company with the SEC of (i) a Quarterly Report on Form 10-Q and continuing through the 7th business day thereafter and (ii) an Annual Report on Form 10-K and continuing until the 7th business day thereafter, unless with respect to any such period the Company and the Agents or applicable Agent shall agree otherwise, it being understood that, as a consequence of such suspension (and absent an agreement otherwise instructed by the Company and the TrustAgents or the applicable Agent), the Agents are authorized Company shall not be required to solicit offers to purchase comply with the Notes only in denominations provisions of $1,000 subsections (d), (e) or more (in multiples f) of $1,000Section 4 or subsections (b), (c) or (d) of Section 7 until the end of any such applicable period. The Agents are not authorized Company agrees to appoint subagents pay the applicable Agent, acting in its capacity as an agent of the Company under the Program, a commission equal to a specified percentage, as agreed between the Company and such Agent, of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent under the Program. Each Agent may re-allow any portion of the commission payable pursuant hereto to dealers or to engage the services of any other broker or dealer purchasers in connection with the offer or and sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that such Agent shall obtain the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by prior written consent of the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for any such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementreallowance.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, neither the Company nor the Guarantor shall be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company and the Trust. Each Guarantor have delivered such certificates, opinions and letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, market measure and/or interest rate, as applicable, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereofNotes. The manner in which the payment on a tranche of Notes will be calculated, plus accrued interesta description of the market measure to which the payment on a tranche of Notes may be linked and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement and/or market measure supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) each, an “Additional Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount or face amount, as applicable, unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable efforts to solicit offers to for the purchase the of such Issuing Trust's Notes upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. Unless the terms communicated context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of the Company and such Issuing Trust. All Notes sold through such Agent as agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon between the Trust or the Purchasing relevant Issuing Trust, on one hand, and such Agent, as on the case may beother hand. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the An Issuing Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as an agent of such Issuing Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the such Issuing Trust, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes from such Issuing Trust until such time as the Company and the such Issuing Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Issuing Trust agree agrees to pay Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, for acting as the Purchasing Agent, as consideration for soliciting offers to purchase its Notes pursuant to the Selling Agent Agreementas an agent of such Issuing Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Issuing Trust as a result of any such solicitation made by the Purchasing Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q SCHEDULE 2 hereto. The actual aggregate Concession with respect Each Issuing Trust agrees to pay the Agent, as consideration for soliciting offers to purchase Notes as an agent of such Issuing Trust, a commission, in the form of a discount, equal to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Issuing Trust as a result of any such solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSCHEDULE 3 hereto.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), 7(b) and 7(c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, interest rate, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereof, plus accrued interestNotes. The manner in which the payment on a tranche of Notes will be calculated and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement and/or other supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) each, an “Additional Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable efforts to solicit offers to for the purchase the of such Issuing Trust's Notes upon the terms and conditions set forth herein and in the Prospectus and upon Registration Statement. Unless the terms communicated context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of the Company and such Issuing Trust. All Notes sold through such Agent as agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon between the Trust or the Purchasing relevant Issuing Trust, on one hand, and such Agent, as on the case may beother hand. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the An Issuing Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as an agent of such Issuing Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the such Issuing Trust, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes issued through such Issuing Trust until such time as the Company and the such Issuing Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by Each Issuing Trust agrees to pay Merrill Lynch, Pierce, Fenner & Smith Incorporated, for acxxxx xs the Company and the TrustPurchasing Xxxxx, the Agents are authorized to solicit xx xonsideration for soliciting offers to purchase its Notes as an agent of such Issuing Trust, a commission, in the Notes only in denominations form of $1,000 or more (in multiples a discount, equal to the applicable percentage of $1,000). The Agents are not authorized to appoint subagents or to engage the services principal amount of each Note sold by such Issuing Trust as a result of any other broker or dealer such solicitation made by the Purchasing Agent, as set forth in connection with the offer or sale of the Notes without the consent of the Company and the TrustSchedule 2 hereto. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Issuing Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementas an agent of such Issuing Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Issuing Trust as a result of any such solicitation made by such Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule 3 hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)shall not appoint sub-agents. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without Securities purchased by the consent Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers. The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the Company shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Following any such notice, until such time as the Company shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Securities, the Company shall not be required to comply with the requirements of Sections 6(b), 6(c) and 6(d) hereof. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, the Company shall provide to the Agents such certificates, opinions and letters as generally described in Sections 6(b), 6(c) and 6(d) as the Agents may reasonably request or as may be specified in any applicable Terms Agreement. Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate Agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto, unless otherwise agreed between the Company and such Agent and set forth in the TrustPricing Supplement relating to such Securities. The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable efforts to solicit offers to for the purchase the of such Issuing Trust's Notes upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. Unless the terms communicated context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of the Company and such Issuing Trust. All Notes sold through such Agent as agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon between the Trust or the Purchasing relevant Issuing Trust, on one hand, and such Agent, as on the case may beother hand. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the An Issuing Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as an agent of such Issuing Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the such Issuing Trust, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes from such Issuing Trust until such time as the Company and the such Issuing Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Issuing Trust agree agrees to pay Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, for acting as the Purchasing Agent, as consideration for soliciting offers to purchase its Notes pursuant to the Selling Agent Agreementas an agent of such Issuing Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Issuing Trust as a result of any such solicitation made by the Purchasing Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule 2 hereto. The actual aggregate Concession with respect Each Issuing Trust agrees to pay the Agent, as consideration for soliciting offers to purchase Notes as an agent of such Issuing Trust, a commission, in the form of a discount, equal to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Issuing Trust as a result of any such solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule 3 hereto.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)shall not appoint sub-agents. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without Securities purchased by the consent Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers. The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the Company shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Following any such notice, until such time as the Company shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Securities, the Company shall not be required to comply with the requirements of Sections 6(b), 6(c) and 6(d) hereof. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, the Company shall provide to the Agents such certificates, opinions and letters as generally described in Sections 6(b), 6(c) and 6(d) as the Agents may reasonably request or as may be specified in any applicable Terms Agreement. Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate Agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto, or such other amount as shall be agreed upon between the Company and such Agent and set forth in the Trustpricing supplement relating to such Securities. The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed to by the Company and the applicable Agent, such Agent as an agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon As soon as practicable, but in any event not later than one business day after receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed agreed between the Company and the Agents, the Company agrees to pay each Agent, as consideration for soliciting the sale of any Notes, a commission in the form of a discount equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by each respective Agent as set forth in Exhibit B hereto. Except as provided in Section 2(a), without the prior approval of the Company, the Agent may not re-allow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and the Trust, Agents and set forth in a supplement to the Agents are authorized Prospectus and (except as may be otherwise provided in an applicable supplement to solicit offers to purchase the Notes Prospectus) only in denominations of $1,000 or more (any integral multiple thereof. Each Agent shall communicate to the Company, orally or in multiples of $1,000)writing, each reasonable offer to purchase Notes received by it. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the rightright to reject, in its discretion reasonably exercised, any offer to reject any proposed purchase of Notes, as a the Notes in whole or in part, and any such rejection shall not be deemed a breach of its the Agent's agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose Purchases as Principal. ---------------------------------------------- (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and the Agent, the Agent, as the agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. The Agent is not authorized to appoint sub-agents with respect to Notes sold through it as agent. All Notes sold through the terms communicated Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes through the Agent, as the agent of the Company, commencing at any time for any period of time or permanentlytime. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents Agent will suspend promptly solicitation of offers to purchase the Notes from the Company until such time as the Company and the Trust has advised the Agents Agent that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay the Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by the Agent as set forth in Schedule A hereto. (b) Purchases as Principal. Notes purchased from the Company by the Agent, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between the Agent and the TrustCompany (which terms, unless otherwise agreed, shall, to the Agents are authorized extent applicable, include those terms specified in Exhibit A hereto and be agreed upon orally, with written confirmation prepared by the Agent and delivered to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000Company). The Agents are not authorized Agent's commitment to appoint subagents or purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of the Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Agent may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes without the consent purchased by it as principal and may allow all or any portion of the discount received from the Company in connection with such purchases to such brokers and dealers. At the Trust. Each time of each purchase of Notes from the Company by the Agent as principal, the Agent shall have specify the rightrequirements for the stand-off agreement, in its discretion reasonably exercisedofficers' certificate, to reject any proposed purchase opinions of Notes, as a whole or in part, counsel and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes comfort letter pursuant to the Selling Agent AgreementSections 4(k), a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"7(b); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered7(c) and Pricing Supplement7(d) hereof.

Solicitations as Agent. The Agents propose On the basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, when agreed to by the Company and the applicable Agent, such Agent as an agent of the Company, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon As soon as practicable, but in any event not later than one business day after receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay each Agent, as consideration for soliciting the sale of any Notes, a commission in the form of a discount equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by each respective Agent as set forth in Exhibit B hereto. Except as provided in Section 2(a), without the prior --------- approval of the Company, the Agent may not re-allow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and the Trust, Agents and set forth in a supplement to the Agents are authorized Prospectus and (except as may be otherwise provided in an applicable supplement to solicit offers to purchase the Notes Prospectus) only in denominations of $1,000 or more (any integral multiple thereof. Each Agent shall communicate to the Company, orally or in multiples of $1,000)writing, each reasonable offer to purchase Notes received by it. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the rightright to reject, in its discretion reasonably exercised, any offer to reject any proposed purchase of Notes, as a the Notes in whole or in part, and any such rejection shall not be deemed a breach of its the Agent's agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Operating Partnership, to use its reasonable efforts to solicit offers to purchase the Notes Securities from the Operating Partnership upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents as amended or supplemented from time to time by the Company and the Trust or the Purchasing time. So long as this Agreement shall remain in effect with respect to any Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorizedOperating Partnership shall not, without the prior written consent of such Agent, solicit or accept offers to purchase, or sell, Securities or any other debt securities with a maturity at the Companytime of original issuance of 9 months or more years except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide any written information relating for a continuous offering of medium-term debt securities. However, the Operating Partnership reserves the right to the Company sell, and the Trust may solicit and accept offers to any prospective purchaser purchase, Securities directly on its own behalf to investors (other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionbroker-dealers). The Company and the Trust reserve Operating Partnership reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Operating Partnership, each Agent will suspend solicitation of offers to purchase Securities from the Operating Partnership until such time as the Company and the Trust Operating Partnership has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by During the Company and the Trustperiod of time that such solicitation is suspended, the Operating Partnership shall not be required to deliver any opinions, letters or certificates in accordance with Sections 5(f), 5(p), 5(g) and 5(l); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Operating Partnership has delivered such opinions, letters and certificates as such Agent may reasonably request. The Operating Partnership agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold: Range of Maturities Commission percentage of aggregate principal amount of Securities sold From 9 months to less than 1 year .125 From 1 year to less than 18 months .150 From 18 months to less than 2 years .200 From 2 years to less than 3 years .250 From 3 years to less than 4 years .350 From 4 years to less than 5 years .450 From 5 years to less than 6 years .500 From 6 years to less than 7 years .550 From 7 years to less than 10 years .600 From 10 years to less than 15 years .625 From 15 years to less than 20 years .700 20 years to and including 30 years .750 Greater than 30 years To be negotiated The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations the principal amount of $300,000,000 (or, in the case of Securities not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Securities not denominated in U.S. dollars, 1,000 units of such foreign currency or more (in multiples of $1,000composite currency). Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Securities received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Agents are not authorized Operating Partnership shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedsole discretion, to reject any proposed offer to purchase of NotesSecurities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements contained hereinherein contained. The Company procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be payment therefor are set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions Administrative Procedures (as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementhereinafter defined).

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated November 16, 1998 shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes by persons solicited by the Agent, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, a concession Corporation in the form of a discount equal to event any such agency purchase is not consummated for any reason other than the percentages gross negligence of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (Agent. If the "Concession"); provided, however, that the CompanyCorporation shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose If provided for in the Distribution Agreement and on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Dealer(s) party hereto, as agent of the Trust, will use its (or their) reasonable best efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and Time of Sale Prospectus. Each such Dealer is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes. All Notes sold through each such Dealer as an agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon the terms communicated to the Agents from time to time by between the Company and the Trust or the Purchasing AgentTrust, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Companyon one hand, and such Dealer, on the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionother hand. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through a Dealer, as an agent of the Notes Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the Trust, the Agents but in no event later than one business day after such instructions have been provided, each such Dealer will suspend promptly solicitation of offers to for the purchase of Notes from the Trust until such time as the Company and the Trust has advised the Agents such Dealer that such solicitation may be resumed. Unless otherwise instructed by For the Company and purpose of the Trustforegoing sentence, the Agents “business day” shall mean any day which is not a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)be closed. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agenteach Dealer, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementTrust, a concession in commission, which each such Dealer is hereby authorized to deduct from the form sales proceeds of Notes sold by the Trust as a result of a discount solicitation as agent made by each such Dealer, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Trust as a result of any such solicitation made by each such Dealer, as set forth in Exhibit Q hereto (Schedule 1 hereto. Delivery of Notes sold through a Dealer as an agent of the "Concession"); providedTrust shall be made by the Trust to such Dealer for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, howeversuch Dealer shall promptly notify the Trust and deliver such Note to the Trust and, that if such Dealer has theretofore paid the CompanyTrust for such Note, the Trust and will promptly return such funds to such Dealer. If such failure has occurred for any reason other than default by such Dealer in the Purchasing Agent may agree also to a Concession greater than or less than performance of its obligations hereunder, the percentages set forth Trust will reimburse such Dealer on Exhibit Q hereto. The actual aggregate Concession with respect an equitable basis for its loss of the use of the funds for the period such funds were credited to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement’s account.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and a Trust and an Agent, such Agent, as an agent of the Company and such Trust, will use its reasonable efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated Prospectus. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of such Trust and the Company. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and the such Trust or the Purchasing and such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through an Agent, as an agent of the Notes Company and such Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of written instructions (which may be given orally) to such effect from such Trust, such Agent will suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase through such Trust until such time as the Company and the such Trust has have advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustEach Trust agrees to pay each Agent, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the rightthan Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its discretion reasonably exercisedxxxxxxxx xx the Retail Agenx, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration xx conxxxxxation for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementCompany and such Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Trust as a result of any such solicitation made by such Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule B hereto. The actual aggregate Concession with respect Each Trust agrees to pay Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting in its capaxxxx xx the Retail Agenx, xx conxxxxxation for soliciting offers to purchase Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by an agent of the Company and the such Trust, all Notes shall be sold a commission, in the form of a discount, equal to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Trust as a result of any such solicitation made by the Retail Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule C hereto.

Solicitations as Agent. The Agents propose In connection with the Agent's actions as agent hereunder, the Agent agrees to use reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionsupplemented. The Company and Issuer expressly reserves the Trust reserve right to sell Notes directly to investors. The Issuer reserves the right, in their its sole discretion, to instruct the Agent to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes. Upon receipt of a notice from the Issuer, the Agent will forthwith suspend solicitations of offers to purchase Notes from the Issuer until such time as the Company and the Trust Issuer has advised the Agents Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustWhile such solicitation is suspended, the Agents are authorized Issuer shall not be required to solicit deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c) or make any of the representations and warranties in Section 1 provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the determination of the variable terms of the Notes, (ii) an offering of securities other than the Notes, or (iii) a change the Agent deems to be immaterial), no Agent shall be required to resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)until the Issuer has delivered such certificates, opinions and letters as the Agent may request. The Agents are not authorized Issuer agrees to appoint subagents or pay to engage the services of any other broker or dealer in connection with Agent, as consideration for the offer or sale of each Note resulting from a solicitation made or an offer to purchase received by the Agent, a commission, which may be in the form of a discount, in such amount as agreed to by the parties. The Agent shall communicate to the Issuer, orally or in writing, each offer to purchase the Notes without received by the consent of Agent as agent that in its judgment should be considered by the Company Issuer. The Issuer shall have the sole right to accept offers to purchase Notes and the Trustmay reject any offer in whole or in part. Each The Agent shall have the right, in its discretion reasonably exercised, right to reject any proposed offer to purchase of Notes, as a whole or in partNotes that it considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company procedural details relating to the issue and delivery of Notes sold by the Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold payment therefor shall be as set forth in Exhibit Q hereto the Administrative Procedures (as hereinafter defined). Notwithstanding anything to the "Concession"); provided, however, that the Companycontrary contained herein, the Trust Issuer may authorize any other person, partnership or corporation (each an "Additional Agent") to act as its agent to solicit and receive offers for purchases of Notes without obtaining the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% consent of the principal amount thereofAgent, plus accrued interest, if any. Such purchase price provided that any such Additional Agent shall be set forth in have executed an agreement (which may take the confirmation statement form of an appointment letter incorporating the Agent or Selected Dealer responsible for such sale applicable provisions of this Agreement) having substantially the same terms and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementconditions as this Agreement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Dealer severally, and not jointly, agrees to use its reasonable best efforts, as agent for the Corporation, to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Time of Sale Prospectus and upon the terms communicated Prospectus. So long as this Agreement shall remain in effect with respect to any Dealer, the Corporation shall not, without consent of each Dealer, sell Notes other than to or through the Dealers (including any Dealer appointed by the Corporation pursuant to the Agents from time second paragraph of this Agreement), provided, however, that (i) the Corporation reserves the right to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted and to sell Notes (other than Yen Notes) directly to purchasers without the participation of, or payment of a commission to, any Dealer and (ii) subject to all of the terms and conditions of this Agreement and any agreement contemplated thereby and herein and by Section 2.B. hereof, the foregoing shall not be construed to prevent the Corporation from selling at any time any Notes in a firm commitment underwriting pursuant to an underwriting agreement that does not provide for continuous offering of such Notes. Upon request, the Corporation will solicit offers inform each Dealer of the remaining amount of Notes which may be sold pursuant to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionRegistration Statement. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents each Dealer will forthwith suspend promptly solicitation of offers to purchase the Notes from the Corporation until such time as advised by the Company and the Trust has advised the Agents Corporation that such solicitation may be resumed. Unless otherwise instructed by Each Dealer, in its capacity as agent for the Company and the TrustCorporation, the Agents are authorized is authorised to solicit offers to purchase the Notes only on the terms specified to such Dealer by the Corporation as provided in denominations of $1,000 or more the Procedures (as defined in multiples of $1,000Section 2.E.). The Agents are not authorized Each Dealer shall communicate to appoint subagents or the Corporation each reasonable offer to engage purchase Notes received by it as agent in the services of any other broker or dealer manner provided in connection with the offer or sale of the Notes without the consent of the Company and the TrustProcedures. Each Agent Dealer shall have the right, in its discretion reasonably exercised, without notice to the Corporation, to reject any proposed purchase of Notes, as a in whole or in partpart any offer to purchase the Notes received by it, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitationsolicitations as agent, the Agents are not authorized, without Agent will use the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than preliminary prospectus or the Prospectus as then amended or supplemented which has been most recently distributed furnished to the Agents Agent by the Company. The Agent will communicate to the Company, and confirm in writing (including by e-mail transmission), each offer for the Agents will solicit purchase of Notes solicited by it on an agency basis other than those offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted rejected by the 1933 Act and the applicable securities laws or regulations of any jurisdictionAgent. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer for the purchase of Notes, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company shall have the sole right to accept offers for the purchase of Notes and may reject any offer for the Trust agree purchase of Notes, in whole or in part. The Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer for the purchase of Notes has been solicited by it on an agency basis and accepted by the Company. The Agent shall not have any liability to the Company in the event that any such purchase is not consummated for any reason other than, subject to the immediately following sentence, the obligation to repay the Company any commission paid by the Company to the Agent with respect thereto. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by the Agent on an agency basis and accepted by the Company, the Company shall (i) hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay to the Agent any commission to which it would otherwise be entitled absent such default. The Company shall not be required to pay the Purchasing Agent a commission in connection with any purchase of a Note which is not consummated other than as a result of a default by the Company of its obligations hereunder, including its obligation to deliver Notes to a purchaser whose offer has been accepted The Agent may engage the services of any broker or dealer in connection with solicitations of offers to purchase Notes. All Notes sold through the Agent as agent will be sold at 100% of their initial offering price unless otherwise agreed upon between the Company and the Agent. The Company reserves the right, in its sole discretion, to suspend solicitation of offers for the purchase of Notes through the Agent, as an agent of the Company, commencing at any time for any period of time or permanently. As soon as practicable after receipt of instructions from the Company, but in any event not later than one business day after receipt of such instructions from the Company, the Agent will suspend solicitation of offers for the purchase of Notes from the Company until such time as the Company has advised the Agent that such solicitation may be resumed. Subject to the provisions of the first paragraph of this Section 3(b), the Company agrees to pay the Agent, as consideration for soliciting offers to purchase sales of Notes pursuant to by the Selling Company as a result of a solicitation made by the Agent Agreementas an agent of the Company, a concession in the form of a discount commission equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Company as a result of any such solicitation made by the Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. No Agent shall otherwise employ, pay or compensate any other person to solicit offers to purchase the terms communicated Securities or to the Agents from time to time by the Company and the Trust or the Purchasing Agent, perform any of its functions as the case may be. For the purpose of such solicitation, the Agents are not authorized, Agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. consent shall not be unreasonably withheld. (b) The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation by the Agents in their capacities as Agents of offers to purchase the Notes Securities from the Company commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day's prior notice from the Company and the TrustCompany, the Agents will forth with suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed . (c) Promptly upon the closing of the sale of any Securities sold by the Company as a result of a solicitation made by an Agent, the Company agrees to pay such Agent a commission in accordance with the schedule set forth in Exhibit A hereto, or such other fee as is mutually agreed upon by the Company and the Trust, the such Agent. (d) The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of U.S. $1,000 **/ or more any amount in excess thereof which is an integral multiple thereof, at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified by the Company. Each Agent shall communicate to the Company, in accordance with the Procedures (in multiples of $1,000as defined below), each reasonable offer to purchase Securities received by it as an Agent other than those rejected by such Agent. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notesthe Securities received by it, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. (e) Administrative procedures respecting the sale of Securities (the "Procedures") shall be agreed upon from -------- **/ Or the equivalent in the relevant foreign currency or currency unit (rounded down to an integral multiple of units of the denomination specified in the relevant supplement to the Prospectus), or such larger amount in integral multiples of such units. time to time by the appropriate representatives of each Agent and the Company. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as Procedures initially shall include those procedures set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q B hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Each Agent and the other Agents Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (f) The documents initially required to be delivered by Section 5 hereof and the documents required to be delivered by Section 5 hereof in connection with each Amendment shall be delivered at the office of Milbank, Tweed, Hadlxx & XcClxx, Xxe Xxxxx Xxxxxxxxx Xxxxx, New York, New York 10005, not later than 10:00 A.M., New York City time, on the date of this Agreement, or Selected Dealers will share the above-mentioned Concession in such proportions Amendment, or at such later time as they may agree. Unless otherwise authorized be mutually agreed upon by the Company and the Trust, all Notes shall be sold to the public at Agents (each a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement"Closing Date").

Solicitations as Agent. The Agents propose (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agent agrees, as exclusive agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. The Agent shall not otherwise employ, pay or compensate any other person to solicit offers to purchase the terms communicated Securities or to the Agents from time to time by the Company and the Trust or the Purchasing Agent, perform any of its functions as the case may be. For the purpose of such solicitation, the Agents are not authorized, agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day's prior notice from the Company and the TrustCompany, the Agents Agent will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents Agent that such solicitation may be resumed. Unless otherwise instructed For the purpose of the foregoing sentence, "business day" shall mean any day which is not a Saturday or Sunday and which in New York City is not a day on which banking institutions are generally authorized or obligated by the Company and the Trust, the Agents are law to close. The Agent is authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000), at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified by the Company. The Agents are not authorized Agent shall communicate to appoint subagents the Company, orally or in writing, each reasonable offer to engage purchase Securities received by it as Agent. The Company shall have the services of sole right to accept offers to purchase the Securities and may reject any other broker such offer in whole or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each The Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The . (b) Promptly upon the closing of the sale of any Securities sold by the Company and as a result of a solicitation made by the Trust agree Agent, the Company agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to Agent a commission in accordance with the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as schedule set forth in Exhibit Q A hereto applicable to such Security. (c) Administrative procedures respecting the sale of each of the Securities shall be agreed upon from time to time by the Agent and the Company (the "ConcessionProcedures"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages . The Procedures initially shall include those procedures set forth on in Exhibit Q B hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (d) The documents required to be delivered by Section 5 hereof shall be delivered at the offices of Lehman Brothers Inc., 3 World Financial Center, New York, Xxx Xork 10285, no latex xxxx 00:00 X.X., Xxx Xxxx Xxxx xxxx, xx xxx xxxx of this Agreement or Selected Dealers will share the above-mentioned Concession in at such proportions later time as they may agree. Unless otherwise authorized by be mutually agreed the Company and the TrustAgent, all Notes which in no event shall be sold to later than the public time at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of which the Agent or Selected Dealer responsible for commences solicitation of purchasers of Securities hereunder, such sale time and delivered to date be herein called the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement"Closing Date."

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes Securities from the Company from time to time upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated applicable Offering Memorandum. So long as this Agreement shall remain in effect with respect to the Agents from time to time by any Agent, the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorizedshall not, without the prior written consent of such Agent (which consent shall not be unreasonably withheld), solicit or accept offers to purchase, or sell, in the CompanyUnited States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement or any applicable Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act that does not pro- vide for a continuous private placement of medium-term debt securities, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide any written information relating to for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset- backed medium-term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). ------------------- However, the Company reserves the right to sell, and the Trust may solicit and accept offers to any prospective purchaser purchase, Securities directly on its own behalf to investors (other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionbroker-dealers). The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k) hereof; provided that if the TrustOffering Memorandum relating to such solicitation is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents are authorized deem to solicit be immaterial), no Agent shall be required to resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of Securities until the Company has delivered such opinions, letters and the Trust. Each certificates as such Agent shall have the right, in its discretion may reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinrequest. The Company and the Trust agree agrees to pay the Purchasing each Agent, as consideration for soliciting offers the sale of each Security resulting from a solicitation made or an offer to purchase Notes pursuant to the Selling Agent Agreementreceived by such Agent, a concession commission in the form of a discount from the purchase price of such Security in an amount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% following applicable percentage of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered Security sold: ---------------------------------------------------------------------------- Commission percentage of aggregate principal amount Range of Maturities of Securities sold ---------------------------------------------------------------------------- From 9 months to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.less than 1 year .125% ---------------------------------------------------------------------------- From 1 year to less than 18 months .150% ---------------------------------------------------------------------------- From 18 months to less than 2 years .200% ---------------------------------------------------------------------------- From 2 years to less than 3 years .250% ---------------------------------------------------------------------------- From 3 years to less than 4 years .350% ---------------------------------------------------------------------------- From 4 years to less than 5 years .450% ---------------------------------------------------------------------------- From 5 years to less than 6 years .500% ---------------------------------------------------------------------------- From 6 years to less than 7 years .550% ---------------------------------------------------------------------------- From 7 years to less than 10 years .600% ----------------------------------------------------------------------------

Solicitations as Agent. The Agents propose On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as agent of the Company, to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)shall not appoint sub-agents. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without purchased by the consent Agents as principal for resale to others, and the Agents may allow any portion of the discount they have received in connection with such purchases from the Company to such brokers or dealers. The Agents shall offer the Securities at such times, in such amounts and maturities and at such rates of interest as the TrustCompany shall authorize, but the Company shall not approve the solicitation of purchases of Securities in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Securities registered pursuant to the Registration Statement. The Agent will have no responsibility for maintaining records with respect to the aggregate principal amount of Securities sold, or of otherwise monitoring the availability of Securities for sale under the Registration Statement. The Agents shall furnish a copy of the Prospectus to each offeree to the extent required by the Act. The Agents shall not offer to sell to or solicit offers to buy from any person in any state or jurisdiction otherwise than in conformity with the Blue Sky Memorandum referred to in Section 4. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities, commencing at any time, for a period of time or permanently. Promptly after receipt of telephonic, telegraphic or written notice from the Company, the Agents will suspend solicitation of purchases of the Securities from the Company until such time as the Company has advised them that such solicitation may be resumed. Promptly upon the closing of the sale of any Securities, the Company agrees to pay the appropriate agent a commission (or allow such Agent a discount) in the currency in which such Securities are denominated equal to a percentage of the principal amount of each of the Securities sold by the Company as a result of a solicitation made by such Agent during the term of this Agreement as set forth in Schedule A hereto. The Agents are authorized to solicit orders for the Securities in such denominations (in U.S. dollars or in another currency), upon such terms and at such prices as the Company shall authorize and shall be set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Securities. Unless otherwise specifically authorized, the Agents shall solicit orders only for the purchase of Securities (i) at 100 percent of their principal amount and (ii) denominated in U.S. dollars in the amount of $1,000 or any integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as Agent. The Company shall have the sole right to accept offers to purchase the Securities and may in its absolute discretion reject any such offer in whole or in part. The Company shall have no liability to any Agent for any commission for its rejection of any offer or its failure to consummate any sale. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose If provided for in this Distribution Agreement and on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Dealer(s) party hereto, as agent of the Trust, will use its (or their) reasonable best efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and Prospectus. Each such Dealer is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes. All Notes sold through each such Dealer as an agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon the terms communicated to the Agents from time to time by between the Company and the Trust or the Purchasing AgentTrust, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Companyon one hand, and such Dealer, on the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionother hand. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through a Dealer, as an agent of the Notes Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the Trust, the Agents but in no event later than one business day after such instructions have been provided, each such Dealer will suspend promptly solicitation of offers to for the purchase of Notes from the Trust until such time as the Company and the Trust has advised the Agents such Dealer that such solicitation may be resumed. Unless otherwise instructed by For the Company and purpose of the Trustforegoing sentence, the Agents “business day” shall mean any day which is not a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)be closed. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agenteach Dealer, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementTrust, a concession in commission, which each such Dealer is hereby authorized to deduct from the form sales proceeds of Notes sold by the Trust as a result of a discount solicitation as agent made by each such Dealer, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Trust as a result of any such solicitation made by each such Dealer, as set forth in Exhibit Q hereto (Schedule 1 hereto. Delivery of Notes sold through a Dealer as an agent of the "Concession"); providedTrust shall be made by the Trust to such Dealer for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, howeversuch Dealer shall promptly notify the Trust and deliver such Note to the Trust and, that if such Dealer has theretofore paid the CompanyTrust for such Note, the Trust and will promptly return such funds to such Dealer. If such failure has occurred for any reason other than default by such Dealer in the Purchasing Agent may agree also to a Concession greater than or less than performance of its obligations hereunder, the percentages set forth Trust will reimburse such Dealer on Exhibit Q hereto. The actual aggregate Concession with respect an equitable basis for its loss of the use of the funds for the period such funds were credited to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement’s account.

Solicitations as Agent. The Agents propose (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agent agrees, as exclusive agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. The Agent shall not otherwise employ, pay or compensate any other person to solicit offers to purchase the terms communicated Securities or to the Agents from time to time by the Company and the Trust or the Purchasing Agent, perform any of its functions as the case may be. For the purpose of such solicitation, the Agents are not authorized, agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day's prior notice from the Company and the TrustCompany, the Agents Agent will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents Agent that such solicitation may be resumed. Unless otherwise instructed For the purpose of the foregoing sentence, "business day" shall mean any day which is not a Saturday or Sunday and which in New York City is not a day on which banking institutions are generally authorized or obligated by the Company and the Trust, the Agents are law to close. The Agent is authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000), at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified by the Company. The Agents are not authorized Agent shall communicate to appoint subagents the Company, orally or in writing, each reasonable offer to engage purchase Securities received by it as Agent. The Company shall have the services of sole right to accept offers to purchase the Securities and may reject any other broker such offer in whole or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each The Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The . (b) Promptly upon the closing of the sale of any Securities sold by the Company and as a result of a solicitation made by the Trust agree Agent, the Company agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to Agent a commission in accordance with the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as schedule set forth in Exhibit Q A hereto applicable to such Security. (c) Administrative procedures respecting the sale of each of the Securities shall be agreed upon from time to time by the Agent and the Company (the "ConcessionProcedures"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages . The Procedures initially shall include those procedures set forth on in Exhibit Q B hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (d) The documents required to be delivered by Section 5 hereof shall be delivered at the offices of Lehman Brothers Inc., 3 World Financial Center, New York, New York 00000, no later than 00:00 X.X., Xxx Xxxx Xxxx xxxx, xx xxx xxxx xx xxxx Agreement or Selected Dealers will share the above-mentioned Concession in at such proportions later time as they may agree. Unless otherwise authorized by be mutually agreed the Company and the TrustAgent, all Notes which in no event shall be sold to later than the public time at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of which the Agent or Selected Dealer responsible for commences solicitation of purchasers of Securities hereunder, such sale time and delivered to date be herein called the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement"Closing Date."

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents You are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will, however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the “Concession”). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a “Zero-Coupon Note”), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agents propose agree to use their reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated Prospectus. The Agents agree to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act Prospectus and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) notice from the Company and the TrustCompany, orally or in writing, the Agents will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000, at a purchase price equal to 100% of the principal amount thereof, plus accrued interest, if any, or such other price as is authorized by the Company (the "Offering Price"). Unless otherwise instructed by the Company, the Lead Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by the Agents. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and Unless authorized by the Trust agree Lead Agent in each instance, each Agent agrees not to pay the Purchasing Agent, as consideration for soliciting offers submit an offer to purchase Notes pursuant Securities for which an order from a purchaser has not been received. (b) Administrative procedures relating to the Selling Agent Agreementissue and delivery of, a concession in the form solicitation of a discount equal to purchases of and payment for, the percentages of the initial offering price of each Note actually sold Securities shall be as set forth in Exhibit Q A hereto (the "ConcessionProcedures"); provided, however, that . The provisions of the Company, the Trust Procedures shall apply to all transactions contemplated hereunder. The Agents and the Purchasing Agent Company agree to perform the respective duties and obligations specifically (c) The documents required to be delivered by Section 7 hereof shall be delivered at the offices of Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10000, xo later than 10:00 X.X., Xxx Xxxx Xxxx xxxx, xx xxx xxxx xx this Agreement or at such later time as may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized mutually agreed by the Company and the TrustLead Agent, all Notes which in no event shall be sold later than the time at which the Agents commence solicitation of purchasers of Securities hereunder, such time and date be herein called the "Closing Date." (d) The Company may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the public at Securities (each such additional institution herein referred to as an "Additional Agent") as agent(s) hereunder pursuant to a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth letter (an "Agent Accession Letter") substantially in the confirmation statement form attached hereto as Exhibit B to this Agreement, whereupon each such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent or Selected Dealer responsible for such sale Accession Letter, become a party to this Agreement as an agent, vested with all the authority, rights and delivered powers and subject to all the purchaser along duties and obligations of an Agent as if originally named as an Agent hereunder. If the Company shall appoint any Additional Agent(s) pursuant to an Agent Accession Letter in accordance with this subsection (d), the Company shall provide each Agent with a copy of such executed Agent Accession Letter. (e) Each Agent acknowledges and agrees, with respect to communications in accordance with the Prospectus Procedures via live.lehman.com, or such other website as may be from time to txxx xxxxxxxxxx for use in connection with the Securities (if the "Lehman Notes Website"), (i) that it is responsible for maintainxxx xxe confidentiality of the log-on and password it uses to access the Lehman Notes Website, (ii) that it is fully responsible for all xxxxxities that occur using its log-on and password, (iii) to notify the Company and the Lead Agent immediately of any unauthorized use of its log-on or password or any other breach of security and (iv) that it will not previously delivered) and Pricing Supplementuse the log-on or password of any other person at any time.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Shares. The Agent and the Company agree that such solicitations, and offers for the sale of the Shares, shall commence upon receipt of, and shall be made in accordance with, written instructions from the terms and conditions set forth herein and Company to the Agent (which shall be substantially in the Prospectus form of Exhibit A hereto and upon which may take the terms communicated form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as the Company has instructed the Agent that such solicitations and offers shall be suspended in accordance with Section 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agents Agent, at any time and from time to time by after the Company and the Trust or the Purchasing Agent, Commencement Date (as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Companydefined in Section 7 hereof), to provide any written information relating to the Company so commence or suspend such solicitations and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanentlypermanently in accordance with the provisions of this Agreement. Upon receipt In soliciting purchases of instructions (which may be given orally) the Shares from the Company and by others (including customers of the TrustAgent), the Agents Agent will suspend promptly solicitation of offers to purchase until such time as be acting for the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)not as principal. The Agents are not authorized to appoint subagents or to engage Agent, as the services of any other broker or dealer in connection with exclusive agent for the offer or and sale of the Notes without Shares, will use its reasonable best efforts to sell the consent Shares on behalf of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession")contemplated hereby; provided, however, that it is understood by the Company that the Agent has no obligations to find purchasers of the Shares and that the Agent in its sole discretion, upon notice thereof to the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Trust Shares. The Agent shall provide written confirmation to the Company following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the proceeds to the Company net of any amounts paid or incurred pursuant to Section 3(a) hereof and the Purchasing commissions payable by the Company to the Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to such sales. In any transaction where the Notes Agent has acted as agent for the Company and has not purchased as principal, the Agent will be set forth use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the related Pricing Supplementevent any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a)(i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Purchasing Company also understands that under no circumstances shall the Agent be obligated to purchase any Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the other Agents extent that the Agent has acted as a principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or Selected Dealers will share has made a firm commitment with the above-mentioned Concession Company in such proportions as they may agree. Unless otherwise connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that has been expressly authorized by the Company and agreed to by the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, market measure and/or interest rate, as applicable, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereofNotes. The manner in which the payment on a tranche of Notes will be calculated, plus accrued interesta description of the market measure to which the payment on a tranche of Notes may be linked and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement and/or market measure supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) each, an “Additional Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount or face amount, as applicable, unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agents propose agree to use their reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, Prospectus. Except as the case may be. For the purpose of such solicitationotherwise provided in Section 3(d), the Agents are shall not authorizedotherwise employ, pay or compensate any other person to solicit offers to purchase the Securities or to perform any of its functions as agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, orally or in writing, the Agents will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents Lead Agent that such solicitation may be resumed. Unless otherwise instructed For the purpose of the foregoing sentence, “business day” shall mean any day which is not a Saturday or Sunday and which in New York City is not a day on which banking institutions are generally authorized or obligated by the Company and the Trust, the law to close. The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000, at a purchase price equal to 100% of the principal amount thereof, plus accrued interest, if any, or such other denominations or purchase price as shall be specified by the Company (the “Offering Price”). Unless otherwise instructed by the Company, the Lead Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by the Agents. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and Unless authorized by the Trust agree Lead Agent in each instance, each Agent agrees not to pay the Purchasing Agent, as consideration for soliciting offers submit an offer to purchase Notes Securities for which an order from a purchaser has not been received. (b) The Agents represent and warrant to, and agree with, the Company that the Agents have not made, and will not make, any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), without the prior written consent of the Company, other than one or more free writing prospectuses relating to the Securities containing customary information not inconsistent with the Posting (as defined in Section 4(a) below) prepared and filed by the Company pursuant to the Selling Agent Agreement, a concession in the form of a discount equal Section 4(a) hereof. (c) Administrative procedures relating to the percentages issue and delivery of, the solicitation of purchases of and payment for, the initial offering price of each Note actually sold Securities shall be as set forth in Exhibit Q A hereto (the "Concession"“Procedures”); provided, however, that . The provisions of the Company, the Trust Procedures shall apply to all transactions contemplated hereunder. The Agents and the Purchasing Agent may Company agree also to a Concession greater than or less than perform the percentages set forth on Exhibit Q heretorespective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The actual aggregate Concession with respect to Procedures may only be amended by agreement of the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent Company and the other Agents Lead Agent, on behalf of the Agents. (d) The documents required to be delivered by Section 7 hereof shall be delivered at the offices of Xxxxxx Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, no later than 10:00 A.M., New York City time, on the date of this Agreement or Selected Dealers will share the above-mentioned Concession in at such proportions later time as they may agree. Unless otherwise authorized be mutually agreed by the Company and the TrustLead Agent, all Notes which in no event shall be sold later than the time at which the Agents commence solicitation of purchasers of Securities hereunder, such time and date be herein called the “Closing Date.” (e) The Company may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the public at Securities (each such additional institution herein referred to as an “Additional Agent”) as agent(s) hereunder pursuant to a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth letter (an “Agent Accession Letter”) substantially in the confirmation statement form attached hereto as Exhibit B to this Agreement, whereupon each such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent or Selected Dealer responsible for such sale Accession Letter, become a party to this Agreement as an agent, vested with all the authority, rights and delivered powers and subject to all the purchaser along duties and obligations of an Agent as if originally named as an Agent hereunder. If the Company shall appoint any Additional Agent(s) pursuant to an Agent Accession Letter in accordance with this subsection (e), the Company shall provide each Agent with a copy of such executed Agent Accession Letter. (f) Each Agent acknowledges and agrees, with respect to communications in accordance with the Prospectus Procedures via xxxx.xxxxxx.xxx, or such other website as may be from time to time maintained for use in connection with the Securities (if the “Xxxxxx Notes Website”), (i) that it is responsible for maintaining the confidentiality of the log-on and password it uses to access the Xxxxxx Notes Website, (ii) that it is fully responsible for all activities that occur using its log-on and password, (iii) to notify the Company and the Lead Agent immediately of any unauthorized use of its log-on or password or any other breach of security and (iv) that it will not previously delivered) and Pricing Supplementuse the log-on or password of any other person at any time.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes Securities from the Company upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents as amended or supplemented from time to time by time. So long as this Agreement shall remain in effect with respect to any Agent, the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorizedshall not, without the prior written consent of such Agent (which consent shall not be unreasonably withheld), solicit or accept offers to purchase, or sell, Securities or any other similar, medium-term debt securities with a maturity at the Companytime of original issuance of 9 months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide any written information relating to for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and the Trust may solicit and accept offers to any prospective purchaser purchase, Securities directly on its own behalf to investors (other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionbroker-dealers). The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections , and hereof; PROVIDED that if the TrustRegistration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold: RANGE OF MATURITIES COMMISSION (PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD) From 9 months to less than 1 year .125% From 1 year to less than 18 months .15% From 18 months to less than 2 years .20% From 2 years to less than 3 years .25% From 3 years to less than 4 years .35% From 4 years to less than 5 years .45% From 5 years to less than 6 years .50% From 6 years to less than 7 years .55% From 7 years to less than 10 years .60% From 10 years to less than 15 years .625% From 15 years to less than 20 years .70% 20 years and more .75% The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations the principal amount of $1,000 (or, in the case of Securities not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or more (composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in multiples excess thereof which is an integral multiple of $1,0001,000 (or, in the case of Securities not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as agent that in its judgment should be considered by the Company. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedsole discretion, to reject any proposed offer to purchase of NotesSecurities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements contained hereinherein contained. The Company procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be payment therefor are set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions Administrative Procedures (as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementhereinafter defined).

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated January 8, 1998 shall remain in effect until changed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes by persons solicited by the Agent, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, a concession Corporation in the form of a discount equal to event any such agency purchase is not consummated for any reason other than the percentages gross negligence of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (Agent. If the "Concession"); provided, however, that the CompanyCorporation shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes purchases of Securities through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, neither the Company nor the Guarantor shall be required to deliver any certificates, opinions or letters in accordance with Sections ‎7(a), ‎7(b) and ‎7(c) hereof; provided, however, that if the Registration Statement, the applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to resume soliciting offers to purchase the Securities until the Company and the TrustGuarantor have delivered such certificates, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the Notes will purchase price, market measure and/or interest rate, as applicable, maturity date and other terms of a tranche of Securities shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereofSecurities. The manner in which the payment on a tranche of Securities will be calculated, plus accrued interesta description of the market measure to which the payment on a tranche of Securities may be linked and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement, market measure supplement and/or other supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) each, an “Additional Supplement”). All Securities sold through any Agent as agent will be sold at 100% of their principal amount or face amount, as applicable, unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose In connection with your actions as agent hereunder, you agree to use reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionsupplemented. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct you to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Company, you will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the TrustRegistration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) a change in the interest rates, repayment provisions, redemption provisions or maturities offered on the Agents are authorized Notes or (ii) for a change you deem to solicit be immaterial), you shall not be required to resume soliciting offers to purchase Notes until the Notes only in denominations of $1,000 or more (in multiples of $1,000)Company has delivered such certificates, opinions and letters as you may request. The Agents are not authorized Company agrees to appoint subagents or pay to engage you, as consideration for the services of any other broker or dealer in connection with the offer or sale of each Note resulting from a solicitation made or an offer to purchase received by you, a commission in the Notes without form of a discount from the consent purchase price of such Note equal to between 0.2% and 3.0% (depending upon such Note’s maturity) of the principal amount of such Note or such other discount as may be specified in the Prospectus Supplement relating to such Note. You shall communicate to the Company, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Company. The Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes, as a offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company procedural details relating to the issue and delivery of Notes sold by you as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold payment therefor shall be as set forth in Exhibit Q hereto the Administrative Procedures (the "Concession"as hereinafter defined); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable efforts to solicit offers to for the purchase the of such Issuing Trust’s Notes upon the terms and conditions set forth herein and in the Prospectus and upon Registration Statement. Unless the terms communicated context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of the Company and such Issuing Trust. All Notes sold through such Agent as agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon between the Trust or the Purchasing relevant Issuing Trust, on one hand, and such Agent, as on the case may beother hand. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the An Issuing Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as an agent of such Issuing Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the such Issuing Trust, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes issued through such Issuing Trust until such time as the Company and the such Issuing Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Issuing Trust agree agrees to pay Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, for acting as the Purchasing Agent, as consideration for soliciting offers to purchase its Notes pursuant to the Selling Agent Agreementas an agent of such Issuing Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Issuing Trust as a result of any such solicitation made by the Purchasing Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule 2 hereto. The actual aggregate Concession with respect Each Issuing Trust agrees to pay the Agent, as consideration for soliciting offers to purchase Notes as an agent of such Issuing Trust, a commission, in the form of a discount, equal to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Issuing Trust as a result of any such solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule 3 hereto.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and a Trust and an Agent, such Agent, as an agent of the Company and such Trust, will use its reasonable efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated applicable Time of Sale Prospectus. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of such Trust and the Company. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and the such Trust or the Purchasing and such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through an Agent, as an agent of the Notes Company and such Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of written instructions (which may be given orally) to such effect from such Trust, such Agent will suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase through such Trust until such time as the Company and the such Trust has have advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustEach Trust agrees to pay each Agent, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the rightxxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its discretion reasonably exercised, to reject any proposed purchase of Notes, capacity as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Retail Agent, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementCompany and such Trust, a concession commission, in the form of a discount discount, unless otherwise agreed in the applicable Terms Agreement, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Trust as a result of any such solicitation made by such Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule B hereto. The actual aggregate Concession with respect Each Trust agrees to pay Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, acting in its capacity as the Retail Agent, as consideration for soliciting offers to purchase Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by an agent of the Company and the such Trust, all Notes shall be sold a commission, in the form of a discount, unless otherwise agreed in the applicable Terms Agreement, equal to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Trust as a result of any such solicitation made by the Retail Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule C hereto.

Solicitations as Agent. The Agents propose (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. No Agent shall otherwise employ, pay or compensate any other person to solicit offers to purchase the terms communicated Securities or to the Agents from time to time by the Company and the Trust or the Purchasing Agent, perform any of its functions as the case may be. For the purpose of such solicitation, the Agents are not authorized, Agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. consent shall not be unreasonably withheld. (b) The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation by the Agents in their capacities as Agents of offers to purchase the Notes Securities from the Company commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day's prior notice from the Company and the TrustCompany, the Agents will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed . (c) Promptly upon the closing of the sale of any Securities sold by the Company as a result of a solicitation made by an Agent, the Company agrees to pay such Agent a commission in accordance with the schedule set forth in Exhibit A hereto, or such other fee as is mutually agreed upon by the Company and the Trust, the such Agent. (d) The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (in multiples of U.S. $1,000** or any amount in excess thereof which is an integral multiple thereof, at a purchase price equal to 100% of the principal amount thereof or such other amount as shall be specified by the Company. Each Agent shall communicate to the Company, in accordance with the Procedures (as defined below), each reasonable offer to purchase Securities received by it as an Agent other than those rejected by such Agent. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notesthe Securities received by it, as a in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. (e) Administrative procedures respecting the sale of Securities (the "Procedures") shall be agreed upon from time to time by the appropriate representatives of each Agent and the Company. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as Procedures initially shall include those procedures set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q B hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Each Agent and the other Agents Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (f) The documents initially required to be delivered by Section 5 hereof and the documents required to be delivered by Section 5 hereof in connection with each Amendment shall be delivered at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, not later than 10:00 A.M., New York City time, on the date of this Agreement, or Selected Dealers will share the above-mentioned Concession in such proportions Amendment, or at such later time as they may agree. Unless otherwise authorized be mutually agreed upon by the Company and the Trust, all Notes shall be sold to the public at Agents (each a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement"Closing Date").

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, upon receipt of instructions from the Company, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Final Prospectus and upon the terms communicated to the Agents Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time by (the Company and the Trust or the Purchasing Agent, as the case may be“Procedures”). For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as permitted or contemplated thereby and herein and will the Company shall instruct such Agent. The Company reserves the right, in its sole discretion, at any time when the Company has instructed any Agent to solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the rightNotes, in their sole discretion, to instruct such Agent to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company, each Agent will forthwith suspend solicitation of purchases from the Company and of the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes until such time as the Company and the Trust has advised the Agents each Agent that such solicitation may be resumed. Unless otherwise instructed Each Agent shall have the right to suspend solicitation of purchases of the Notes, commencing at any time such Agent reasonably believes that there has occurred a material adverse change in the condition of the Company and its subsidiaries, considered as one enterprise, from that then set forth in the Registration Statement and the Final Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, any necessary amendments or supplements to the Registration Statement and the Final Prospectus); provided, however, that any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension. The Company agrees to pay the Lead Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by an Agent, as set forth in Exhibit B hereto; provided, however, that the Company and the TrustLead Agent may agree to a commission greater than or less than the percentages set forth on Exhibit B hereto, provided that in no case shall the commission exceed 8% of the initial offering proceeds. The Lead Agent and the other Agents are will share such commissions in such proportions as they may agree. Except as may be otherwise provided in the applicable Pricing Supplement, each Agent is authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, right to reject any proposed offer to purchase of Notes, as a whole or in partthe Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of its agreements such Agent’s agreement contained herein. Each Agent shall communicate to the Lead Agent, orally or in writing, each reasonable offer to purchase Notes received by such Agent as agent. The Company and shall have the Trust agree sole right to pay the Purchasing Agent, as consideration for soliciting accept offers to purchase the Notes pursuant to the Selling Agent Agreementand may reject any such offer in whole or in part. The purchase price, a concession in the form of a discount equal to the percentages interest rate, maturity date and other terms of the initial offering price of Notes shall be agreed upon by the Company and each Note actually sold as Agent and set forth in Exhibit Q hereto (a Pricing Supplement to be prepared following each acceptance by the "Concession"); provided, however, that Company of an offer for the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretopurchase of Notes. The actual aggregate Concession with respect to the All Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless sold at 100% of their principal amount unless otherwise authorized agreed to by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgents.

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated November 8, 1996 shall remain in effect until changed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes by persons solicited by the Agent, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, a concession Corporation in the form of a discount equal to event any such agency purchase is not consummated for any reason other than the percentages gross negligence of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (Agent. If the "Concession"); provided, however, that the CompanyCorporation shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agent agrees, as exclusive agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon Prospectus. The Agent shall not otherwise employ, pay or compensate any other person to solicit offers to purchase the terms communicated Securities or to the Agents from time to time by the Company and the Trust or the Purchasing Agent, perform any of its functions as the case may be. For the purpose of such solicitation, the Agents are not authorized, agent without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents Agent will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents Agent that such solicitation may be resumed. Unless otherwise instructed For the purpose of the foregoing sentence, “business day” shall mean any day which is not a Saturday or Sunday and which in New York City is not a day on which banking institutions are generally authorized or obligated by the Company and the Trust, the Agents are law to close. The Agent is authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000), at a purchase price equal to 100% of the principal amount thereof, or such other denominations or purchase price as shall be specified by the Company. The Agents are not authorized Agent shall communicate to appoint subagents the Company, orally or in writing, each reasonable offer to engage purchase Securities received by it as Agent. The Company shall have the services of sole right to accept offers to purchase the Securities and may reject any other broker such offer in whole or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each The Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The . (b) Promptly upon the closing of the sale of any Securities sold by the Company and as a result of a solicitation made by the Trust agree Agent, the Company agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to Agent a commission in accordance with the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as schedule set forth in Exhibit Q A hereto applicable to such Security. (c) Administrative procedures respecting the sale of each of the Securities shall be agreed upon from time to time by the Agent and the Company (the "Concession"“Procedures”); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages . The Procedures initially shall include those procedures set forth on in Exhibit Q B hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. (d) The documents required to be delivered by Section 5 hereof shall be delivered at the offices of Xxxxxx Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, no later than 10:00 A.M., New York City time, on the date of this Agreement or Selected Dealers will share the above-mentioned Concession in at such proportions later time as they may agree. Unless otherwise authorized by be mutually agreed the Company and the TrustAgent, all Notes which in no event shall be sold to later than the public time at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of which the Agent or Selected Dealer responsible for commences solicitation of purchasers of Securities hereunder, such sale time and delivered to date be herein called the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement“Closing Date.”

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Corporation, to use its reasonable best efforts when requested by the Corporation to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated June 5, 2001 shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, by persons solicited by the Agent and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, Corporation if any such agency purchase is not consummated for any reason. If the Corporation shall default on its obligation to deliver Notes to a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Companypurchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Corporation, to use its reasonable best efforts when requested by the Corporation to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the “Procedures”). Initial Procedures dated , 200 shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, by persons solicited by the Agent and any such rejection shall not be deemed a breach of its agreements the Agent’s agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation’s agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, Corporation if any such agency purchase is not consummated for any reason. If the Corporation shall default on its obligation to deliver Notes to a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Companypurchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Securities Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents You are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will, however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the "Concession"). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a "Zero-Coupon Note"), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The Agents propose Purchases as Principal. ---------------------------------------------- (a) Solicitations as Agent. On the basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will immediately suspend promptly solicitation of offers to purchase purchases from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto. Without the prior approval of the Company, no Agent may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Trust, Agents and set forth in a pricing supplement to the Agents are authorized Prospectus to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of be prepared following each acceptance by the Company and of an offer for the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, . Except as a whole or may be otherwise provided in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant supplement to the Selling Agent AgreementProspectus, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth issued in the related Pricing Supplementdenominations of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000. The Purchasing All Notes sold through an Agent and the other Agents or Selected Dealers as agent will share the above-mentioned Concession in such proportions as they may agree. Unless be sold at 100% of their principal amount unless otherwise authorized agreed to by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes Securities from the Company upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents as amended or supplemented from time to time by time. So long as this Agreement shall remain in effect with respect to any Agent, the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorizedshall not, without the prior written consent of such Agent, solicit or accept offers to purchase, or sell, Securities or any other debt securities with a maturity at the Companytime of original issuance of 9 months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide any written information relating to for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and the Trust may solicit and accept offers to any prospective purchaser purchase, Securities directly on its own behalf to investors (other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionbroker-dealers). The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Securities. Upon notice from the Company, each Agent will, as promptly as practicable, but in no event later than one business day following such notice, suspend solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k) hereof; provided that if the TrustRegistration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold: RANGE OF MATURITIES COMMISSION (PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD) From 9 months to less than 1 year................ .125% From 12 months to less than 18 months............ .150% From 18 months to less than 2 years.............. .200% From 2 years to less than 3 years................ .250% From 3 years to less than 4 years................ .350% From 4 years to less than 5 years................ .450% From 5 years to less than 6 years................ .500% From 6 years to less than 7 years................ .550% From 7 years to less than 10 years............... .600% From 10 years to less than 15 years.............. .625% From 15 years to less than 20 years.............. .700% From 20 years to and including 30 years.......... .750% Greater than 30 years............................ to be negotiated The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations the principal amount of $1,000 (or, in the case of Securities not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or more (composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in multiples excess thereof which is an integral multiple of $1,0001,000 (or, in the case of Securities not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by such Agent as agent. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of NotesSecurities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements contained hereinherein contained. The Company procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be payment therefor are set forth in the related Pricing SupplementAdministrative Procedures (as hereinafter defined). Each Agent agrees that it will not solicit an offer to purchase Securities or deliver any of the Securities in any jurisdiction outside the United States of America except under circumstances that will not result in a violation of the applicable laws thereof. Each Agent understands that no action has been taken to permit a public offering in any jurisdiction outside the United States of America where action would be required for such purpose. The Purchasing Agent Agents further understand that in connection with the distribution of Securities denominated in any foreign currency or currency unit, they will as agent, directly or indirectly, not solicit offers to purchase and as principal pursuant to a Terms Agreement or otherwise, directly or indirectly, not offer, sell or deliver, such Securities in, or to residents of, the other Agents or Selected Dealers will share the above-mentioned Concession in country issuing such proportions currency, except as they may agree. Unless otherwise authorized permitted by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementapplicable law.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may beCompany. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions notice of any such suspension (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf in up to ten separate transactions; and, in the Trustcase of any such sale not resulting from a solicitation made by any Agent, the Agents no Concession (as defined below) will be payable with respect to such sale. You are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent, however, on a periodic basis, will provide the Company with a list of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of each offer to purchase each proposed series or issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreementsale of the Notes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A (the "CONCESSION"). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a "ZERO-COUPON NOTE"), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as not in excess of the Concession set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. A. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. When acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The (a) On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Agents propose agree to use their reasonable best efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated Prospectus. The Agents agree to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act Prospectus and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes Securities commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, orally or in writing, the Agents will forthwith suspend promptly solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the The Agents are authorized to solicit offers to purchase the Notes Securities only in denominations of $1,000 or more (any amount in multiples excess thereof which is an integral multiple of $1,000, at a purchase price equal to 100% of the principal amount thereof, plus accrued interest, if any, or such other denominations or purchase price as shall be specified by the Company (the “Offering Price”). Unless otherwise instructed by the Company, the Lead Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by the Agents. The Agents are not authorized Company shall have the sole right to appoint subagents accept offers to purchase the Securities and may reject any such offer in whole or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trustpart. Each Agent shall have the right, in its discretion reasonably exercisedexercised without advising the Company, to reject any proposed offer to purchase of Notes, as a the Securities received by it in whole or in part, and any such rejection shall not be deemed a breach of its agreements agreement contained herein. The Company and Unless authorized by the Trust agree Lead Agent in each instance, each Agent agrees not to pay the Purchasing Agent, as consideration for soliciting offers submit an offer to purchase Notes pursuant Securities for which an order from a purchaser has not been received. (b) Administrative procedures relating to the Selling Agent Agreementissue and delivery of, a concession in the form solicitation of a discount equal to purchases of and payment for, the percentages of the initial offering price of each Note actually sold Securities shall be as set forth in Exhibit Q A hereto (the "Concession"“Procedures”); provided, however, that . The provisions of the Company, the Trust Procedures shall apply to all transactions contemplated hereunder. The Agents and the Purchasing Agent may Company agree also to a Concession greater than or less than perform the percentages set forth on Exhibit Q heretorespective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The actual aggregate Concession with respect to Procedures may only be amended by agreement of the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent Company and the other Agents Lead Agent, on behalf of the Agents. (c) The documents required to be delivered by Section 7 hereof shall be delivered at the offices of Xxxxxx Brothers Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, no later than 10:00 A.M., New York City time, on the date of this Agreement or Selected Dealers will share the above-mentioned Concession in at such proportions later time as they may agree. Unless otherwise authorized be mutually agreed by the Company and the TrustLead Agent, all Notes which in no event shall be sold later than the time at which the Agents commence solicitation of purchasers of Securities hereunder, such time and date be herein called the “Closing Date.” (d) The Company may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the public at Securities (each such additional institution herein referred to as an “Additional Agent”) as agent(s) hereunder pursuant to a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth letter (an “Agent Accession Letter”) substantially in the confirmation statement form attached hereto as Exhibit B to this Agreement, whereupon each such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent or Selected Dealer responsible for such sale Accession Letter, become a party to this Agreement as an agent, vested with all the authority, rights and delivered powers and subject to all the purchaser along duties and obligations of an Agent as if originally named as an Agent hereunder. If the Company shall appoint any Additional Agent(s) pursuant to an Agent Accession Letter in accordance with this subsection (d), the Company shall provide each Agent with a copy of such executed Agent Accession Letter. (e) Each Agent acknowledges and agrees, with respect to communications in accordance with the Prospectus Procedures via xxxx.xxxxxx.xxx, or such other website as may be from time to time maintained for use in connection with the Securities (if the “Xxxxxx Notes Website”), (i) that it is responsible for maintaining the confidentiality of the log-on and password it uses to access the Xxxxxx Notes Website, (ii) that it is fully responsible for all activities that occur using its log-on and password, (iii) to notify the Company and the Lead Agent immediately of any unauthorized use of its log-on or password or any other breach of security and (iv) that it will not previously delivered) and Pricing Supplementuse the log-on or password of any other person at any time.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, upon receipt of instructions from the Company, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Final Prospectus and upon the terms communicated to the Agents Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time by (the Company and the Trust or the Purchasing Agent, as the case may be“Procedures”). For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as permitted or contemplated thereby and herein and will the Company shall instruct such Agent. The Company reserves the right, in its sole discretion, at any time when the Company has instructed any Agent to solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the rightNotes, in their sole discretion, to instruct such Agent to suspend solicitation of offers to purchase purchases of the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company, each Agent will forthwith suspend solicitation of purchases from the Company and of the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes until such time as the Company and the Trust has advised the Agents each Agent that such solicitation may be resumed. Unless otherwise instructed Each Agent shall have the right to suspend solicitation of purchases of the Notes, commencing at any time such Agent reasonably believes that there has occurred a material adverse change in the condition of the Company and its subsidiaries, considered as one enterprise, from that then set forth in the Registration Statement and the Final Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, any necessary amendments or supplements to the Registration Statement and the Final Prospectus); provided, however, that any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension. The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only as a result of a solicitation made by such Agent as set forth in denominations of $1,000 or more (in multiples of $1,000)Exhibit B hereto. The Agents are not Agent is authorized to appoint subagents or to engage the services of any other broker brokers or dealer dealers in connection with the offer or sale of the Notes purchased by the Agent as principal for resale to others, but without the consent prior approval of the Company, the Agent is not authorized to appoint subagents. In connection with the sales by the Agent of Notes purchased by the Agent as principal to other brokers or dealers, the Agent may allow any portion of the discount it has received in connection with such purchase from the Company and to such brokers or dealers. As agent, each Agent is authorized to solicit orders for the TrustNotes. Each Agent shall communicate to the Company orally or in writing, each reasonable offer to purchase Notes received by the Agent as agent. Each Agent shall have the right, in its discretion reasonably exercised, right to reject any proposed offer to purchase of Notes, as a whole or in partthe Notes received by such Agent which it does not deem reasonable, and any such rejection shall not be deemed a breach of its agreements such Agent’s agreement contained herein. The Company and shall have the Trust agree sole right to pay the Purchasing Agent, as consideration for soliciting accept offers to purchase the Notes pursuant to the Selling Agent Agreementand may reject any such offer in whole or in part. The purchase price, a concession in the form of a discount equal to the percentages interest rate, maturity date and other terms of the initial offering price of Notes shall be agreed upon by the Company and each Note actually sold as Agent and set forth in Exhibit Q hereto a Pricing Supplement to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in the applicable Pricing Supplement, the Notes will be issued in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. All Notes will be sold at 100% of their principal amount unless otherwise agreed to by the Company and the Agent. Notwithstanding anything to the contrary contained herein, the Company may authorize any other person, partnership or corporation (an “Additional Agent”) to act as temporary agent to solicit offers for the "Concession")purchase of all or part of the Notes of the Company, solely for the purpose of a single transaction upon reasonable prior notice to the Agent; provided, however, any such Additional Agent (i) is a member of the National Association of Securities Dealers, Inc. (the “NASD”) and (ii) shall execute an Agent Accession Agreement, substantially in the form of Exhibit C hereto, and, if such Additional Agent is acting as principal, a Terms Agreement substantially in the form of Exhibit D hereto, except that each such Agent Accession Agreement and Terms Agreement shall be expressly limited by its terms to the Companytransaction for which it was executed. At such time, Bear Xxxxxxx, as Lead Agent, in its sole discretion, shall specify the Trust requirements for the delivery of certificates, letters and the Purchasing Agent may agree also to a Concession greater than or less than the percentages opinions as are set forth on Exhibit Q heretoin Section 5 hereof. The actual aggregate Concession Any such Additional Agent designated by the Company pursuant to this paragraph shall be considered an Agent hereunder for all purposes with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in each transaction with respect to which such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementappointment is made.

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Corporation, to use its reasonable best efforts when requested by the Corporation to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated August 20, 2002 shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, by persons solicited by the Agent and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, Corporation if any such agency purchase is not consummated for any reason. If the Corporation shall default on its obligation to deliver Notes to a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Companypurchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose Purchases as Principal. ------------------------------------------------ (a) Solicitations as Agent. On the basis of the representations and ---------------------- warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases from the Company until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed agreed to by the Company and the Trustapplicable Agent with respect to sales made to retail investors, the Agents are authorized Company agrees to solicit offers pay such Agent a commission, in the form of a discount, equal to purchase the Notes only applicable percentage of the amount of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in denominations Schedule A hereto. Each Agent may re-allow any portion of $1,000 the commission payable pursuant hereto to dealers or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer purchasers in connection with the offer or and sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that such Agent shall obtain the Company, prior written consent of the Trust and the Purchasing Agent may agree also Company to a Concession greater than or less than the percentages set forth on Exhibit Q heretoany such reallowance. The actual aggregate Concession with respect to purchase price, interest rate, maturity date and other terms of the Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trustapplicable Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in the Pricing Supplement (i.e., all in the case of foreign currency denominated Notes) the Notes shall will be issued in denominations of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000. All Notes sold through an Agent as agent will be sold to the public at a purchase price not to exceed 100% of the their principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in unless otherwise agreed to by the confirmation statement of the Agent or Selected Dealer responsible for Company and such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The Agents propose In connection with your actions as selling agent, you agree to use reasonable efforts to solicit offers to purchase the Notes Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents supplemented, including by the Company, and applicable product supplement and/or the Agents will solicit offers to purchase only as permitted Free Writing Prospectus and/or final term sheet or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionpricing supplement. The Company and the Trust reserve may from time to time offer Securities for sale otherwise than through an Agent. The Company reserves the right, in their its sole discretion, to instruct you to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently, the solicitation of offers to purchase Securities. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will forthwith suspend promptly solicitation solicitations of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, that if the TrustRegistration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the specific terms of the Securities, the Agents are authorized or (ii) for a change you deem to solicit be immaterial), you shall not be required to resume soliciting offers to purchase Securities until the Notes only in denominations of $1,000 or more (in multiples of $1,000)Company has delivered such certificates, opinions and letters as you may request. The Agents are not authorized Company agrees to appoint subagents pay to you, as consideration for the sale of each Security resulting from a solicitation made or an offer to engage purchase received by you in connection with an offering in which you were appointed as a selling agent, compensation in an amount to be agreed upon. Without the services prior approval of the Company, no Agent (acting on an agency basis) may reallow any other broker portion of the commission payable pursuant hereto to dealers or dealer purchasers in connection with the offer or and sale of any Securities. You shall communicate to the Notes without Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the consent of the Company. The Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, sole right to accept offers to purchase Securities and may reject any proposed purchase of Notes, as a offer in whole or in part. You shall have the right to reject any offer to purchase Securities that you consider to be unacceptable, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company procedural details relating to the issue and delivery of Securities sold by you as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold payment therefor shall be as set forth in Exhibit Q hereto the Administrative Procedures (as hereinafter defined). Notwithstanding anything contained in this Agreement to the "Concession"); providedcontrary, however, that no Agent shall engage a dealer to participate in a distribution of Securities pursuant to any selected dealer agreement or similar documentation without the prior consent of the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company and of the Guarantor, to use its reasonable best efforts to solicit offers to purchase the Notes upon the terms and conditions and in accordance with the selling restrictions set forth herein and in the Prospectus Prospectus. Each of the Agents severally represent and upon agree that any advertisements or offering materials used in connection with the terms communicated offering or solicitation of the Notes will include a selling restriction, substantially to the Agents from time to time by effect set forth in Section 4(1) of this Agreement. Each of the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Guarantor reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of Notes through the Notes Agents, as agents, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and or the TrustGuarantor, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases from the Company until such time as the Company and or the Trust Guarantor has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust Guarantor jointly and severally agree to pay the Purchasing Agenteach Agent a commission, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount or by such other means agreed to by the Company and such Agent, equal to the percentages applicable percentage of the initial offering price to the public of each Note actually sold by the Company as a result of a solicitation made by such Agent as set forth in Exhibit Q EXHIBIT A hereto. Without the prior approval of the Company or the Guarantor, the Agents may not re-allow any portion of the commission payable pursuant hereto (to dealers or purchasers in connection with the "Concession"); providedoffer and sale of any Notes through any such Agent as agent. The purchase price, howeverinterest rate or formula, that maturity date and other terms of the Notes shall be agreed upon by the Company, the Trust Guarantor and the Purchasing applicable Agent may agree also to a Concession greater than or less than the percentages and set forth on Exhibit Q heretoin a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. The actual aggregate Concession with respect Except as may be otherwise provided in such supplement to the Prospectus, the Notes will be set forth issued in the related Pricing Supplementdenominations of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000. The Purchasing All Notes sold through an Agent and the other Agents or Selected Dealers as agent will share the above-mentioned Concession in such proportions as they may agree. Unless be sold at 100% of their principal amount unless otherwise authorized agreed to by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Corporation, to use its reasonable best efforts when requested by the Corporation to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated ________ shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, by persons solicited by the Agent and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, Corporation if any such agency purchase is not consummated for any reason. If the Corporation shall default on its obligation to deliver Notes to a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Companypurchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by an Issuing Trust, on one hand, and an Agent, on the other hand, such Agent, as an agent of the such Issuing Trust, will use its reasonable efforts to solicit offers to for the purchase the of such Issuing Trust’s Notes upon the terms and conditions set forth herein and in the Prospectus and upon Registration Statement. Unless the terms communicated context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreement. Such Agent is authorized to appoint any sub-agent with respect to solicitations of offers to purchase Notes; provided, however, that any such appointment of a sub-agent shall be subject to the Agents from time to time by prior consent of the Company and such Issuing Trust. All Notes sold through such Agent as agent will be sold at one hundred percent (100%) of their principal amount unless otherwise agreed upon between the Trust or the Purchasing relevant Issuing Trust, on one hand, and such Agent, as on the case may beother hand. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the An Issuing Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as an agent of such Issuing Trust, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company and the such Issuing Trust, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes issued through such Issuing Trust until such time as the Company and the such Issuing Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Issuing Trust agree agrees to pay Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, for acting as the Purchasing Agent, as consideration for soliciting offers to purchase its Notes pursuant to the Selling Agent Agreementas an agent of such Issuing Trust, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by such Issuing Trust as a result of any such solicitation made by the Purchasing Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule 2 hereto. The actual aggregate Concession with respect Each Issuing Trust agrees to pay the Agent, as consideration for soliciting offers to purchase Notes as an agent of such Issuing Trust, a commission, in the form of a discount, equal to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by such Issuing Trust as a result of any such solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be as set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementSchedule 3 hereto.

Solicitations as Agent. The You hereby agree, as Agents propose hereunder, to use your reasonable best efforts to solicit and receive offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents you from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to the Agents you by the Company, and the Agents you will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionherein. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the TrustCompany, the Agents you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustCompany, the Agents you are authorized to solicit offers to purchase orders for the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents You are not authorized to appoint subagents or to engage the services service of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will, however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Notes. The Company shall have the sole right to accept offers to purchase Notes offered through you and the Trustmay reject any proposed purchase of Notes as a whole or in part. Each Agent You shall have the right, in its your discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent AgreementNotes, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold (the “Concession”); provided that in no case shall the concession exceed 8% of the initial offering proceeds. Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (a “Zero-Coupon Note”), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust sold. The Purchasing Agent and the Purchasing Agent other Agents will share the Concession in such proportions as they may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretoagree. The actual aggregate Concession with respect to the each tranche of Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by Except as provided in Section IV(b) hereof, in soliciting offers to purchase Notes from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the TrustCompany on an agency basis, all you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been accepted by the Company, but you shall be sold not have any liability to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth Company in the confirmation statement of the Agent or Selected Dealer responsible event such purchase is not consummated for such sale and delivered any reason, other than to repay to the purchaser along Company any Concession with a copy of the Prospectus (if not previously delivered) and Pricing Supplementrespect thereto.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes Securities from the Company upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated as amended or supplemented from time to the Agents time. The Company may from time to time by offer Notes for sale otherwise than through the Agents; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase, or sell, Securities or any other debt securities with a maturity at the time of original issuance of nine (9) months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities through any other agents without amending this Agreement to appoint such agents as additional Agents hereunder on the same terms and conditions as provided herein for the Agents and without giving the Agents prior notice of such appointment. The consent of the then current Agents shall not be necessary for such purpose. In the absence of such an amendment, the Company may accept offers to purchase Notes from or through an agent other than the Agents, provided that (i) the Company shall not have solicited such offers, (ii) the Company and such agent shall have executed an agreement with respect to such purchases having terms and conditions (including, without limitation, commission rates) with respect to such purchases substantially the Trust or the Purchasing Agent, same as the case terms and conditions that would apply to such purchases under this Agreement as if such agent was an Agent (which may be. For be accomplished by incorporating by reference in such agreement the purpose terms and conditions of this Agreement), and (iii) the Company shall provide the Agents with a copy of such solicitationagreement following the execution thereof. However, the Agents are not authorizedCompany reserves the right to sell, without the prior written consent of the Companyand may solicit and accept offers to purchase, Securities directly on its own behalf to provide any written information relating to the Company and the Trust to any prospective purchaser investors (other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionbroker-dealers). 1 050966.2 10201 1256C 91920694 The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(l), 4(m) and 4(n); provided that if the TrustRegistration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents are authorized deem to solicit be immaterial), including an amendment or supplement including or incorporating amended or supplemented financial information, no Agent shall be required to resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of Securities until the Company has delivered such opinions, letters and the Trust. Each certificates as such Agent shall have the right, in its discretion may reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinrequest. The Company and the Trust agree agrees to pay the Purchasing each Agent, as consideration for soliciting offers the sale of each Security resulting from a solicitation made or an offer to purchase Notes pursuant to the Selling Agent Agreementreceived by such Agent, a concession commission in the form of a discount from the purchase price of such Security in an amount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% following applicable percentage of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy Security sold: Commission percentage of the Prospectus (if not previously delivered) and Pricing Supplement.Range of Maturities aggregate principal amount of Securities sold

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to solicit offers to purchase the Notes upon the terms and conditions herein set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time forth, when agreed by the Company and the Trust or Purchasing Agent, the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent an agent of the Company, will use its reasonable best efforts to solicit offers for the purchase of Notes upon the terms set forth in the Prospectus. The Purchasing Agent may engage the services of any broker or dealer with respect to solicitations of offers to purchase Notes, provided that the Purchasing Agent, on a periodic basis, will provide any written information relating to the Company with a list of those brokers and dealers so engaged. All Notes sold through the Purchasing Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon between the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionPurchasing Agent. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through the Notes Purchasing Agent, as an agent of the Company, commencing at any time for any period of time or permanently. Upon As soon as practicable after receipt of instructions (which may be given orally) from the Company, the Purchasing Agent will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents Purchasing Agent that such solicitation may be resumed. Unless otherwise instructed In addition, the Company reserves the right to sell, and may solicit and accept offers to purchase, up to $50,000,000 aggregate principal amount of Notes directly on its own behalf in up to ten separate transactions, and in the case of any such sale not resulting from a solicitation made by the Company and Purchasing Agent, no commission as described in the Trustfollowing paragraph, the Agents are authorized will be payable with respect to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinsale. The Company and the Trust agree agrees to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to as an agent of the Selling Agent AgreementCompany, a concession commission, in the form of a discount discount, equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Company as a result of any such solicitation made by the Purchasing Agent, as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule A hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Company and an Agent, such Agent, as an agent of the Company, will use its reasonable efforts to solicit offers to for the purchase the of Notes upon the terms and conditions set forth herein and in the Prospectus and Prospectus. The Agents are not authorized to appoint sub-agents with respect to Notes sold through them as agent. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed upon the terms communicated to the Agents from time to time by between the Company and the Trust or the Purchasing such Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase of Notes through an Agent, as an agent of the Notes Company, commencing at any time for any period of time or permanently. Upon Promptly after receipt of instructions (which may be given orally) from the Company, such Agent will suspend solicitation of offers for the purchase of Notes from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless While such solicitation is suspended, unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer agreed in connection with the offer or any sale of the Notes without the consent of agreed prior to such suspension, the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company required to deliver any certificates, opinions or letters in accordance with Section 7(b), 7(c) and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"7(d); provided, however, that if the CompanyRegistration Statement, the Trust and Prospectus or the Purchasing Agent General Disclosure Package, as the case may agree also to be, are amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a Concession greater than change in the interest rates, redemption provisions, amortization schedules or less than the percentages set forth maturities offered on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will or a change the relevant Agent(s) deems to be set forth in immaterial), the related Pricing Supplement. The Purchasing Agent Agents shall not be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agreerequest. Unless otherwise authorized by agreed between them at the time, the Company and agrees to pay each Agent a commission, in the Trustform of a discount, all Notes shall be sold equal to the public at a purchase price not to exceed 100% applicable percentage of the principal amount thereofof each Note sold by the Company as a result of a solicitation made by such Agent, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement as an agent of the Agent or Selected Dealer responsible for Company, as agreed upon at the time with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing SupplementAgent.

Solicitations as Agent. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents propose hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth herein and in the Prospectus General Disclosure Package and upon the terms communicated Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, Notes or any other debt securities with a maturity at the time of original issuance of nine months or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf to investors (other than broker-dealers, except to the Agents extent set forth in the next succeeding sentence). The Company may also sell Notes to an Agent acting as principal for its own account or for resale to one or more investors. The Company may from time to time by offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent hereunder on the same terms and conditions as provided herein for the Trust or Agents and without giving the Purchasing Agent, as the case may be. For the purpose Agents prior notice of such solicitationappointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially similar (including the same commission schedule as set forth herein) to the applicable terms of this Agreement (without being required to become a party hereto) and (ii) the Agents are not authorizedgiven notice of such purchase promptly, without in each case after the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionis agreed to. The Company and the Trust reserve reserves the right, in their its sole discretion, to instruct the Agents to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Company, each Agent will suspend solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the such Agent or Agents that such solicitation may be resumed. Unless otherwise instructed by Each purchase of Notes shall be (i) at a discount from the principal amount of such Notes as agreed between the Company and such Agent or (ii) as otherwise agreed between the Trust, the Company and such Agent. The Agents are authorized to solicit offers to purchase the Notes only in denominations the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or more (composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in multiples excess thereof which is an integral multiple of $1,0001,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Company. The Agents are not authorized Company shall have the sole right to appoint subagents or accept offers to engage the services of any other broker or dealer in connection with the offer or sale of purchase the Notes without the consent of the Company and the Trustmay reject any such offer in whole or in part. Each Agent shall have the right, in its discretion reasonably exercisedsole discretion, to reject any proposed offer to purchase of Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements contained hereinherein contained. The Company procedural details relating to the issue and delivery of Notes sold by an Agent as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be payment therefor are set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions Administrative Procedures (as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementhereinafter defined).

Solicitations as Agent. The Agents propose On the basis of the representations ---------------------- and warranties herein contained, but subject to the terms and conditions herein set forth, when agreed by the Operating Partnership and an Agent, such Agent, as an agent of the Operating Partnership, will use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may beProspectus. For the purpose of such solicitation, the The Agents are not authorized, without the prior written consent authorized to appoint sub-agents with respect to Notes sold through them as agents. All Notes sold through an Agent as agent will be sold at 100% of the Company, their principal amount unless otherwise agreed to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, Operating Partnership and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionsuch Agent. The Company and the Trust reserve Operating Partnership reserves the right, in their its sole discretion, to suspend solicitation of offers to for the purchase the of Notes through an Agent, as agent, commencing at any time for any period of time or permanently. Upon Within one business day after receipt of instructions (which may be given orally) from the Company and the TrustOperating Partnership, the Agents such Agent will suspend promptly solicitation of offers to for the purchase of Notes from the Operating Partnership until such time as the Company and the Trust Operating Partnership has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by During the Company and the Trustperiod of time that such solicitation is suspended, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection Transaction Entities shall not be deemed required to deliver, or cause to be delivered, any opinions, letters, or certificates in accordance with Section 8 hereof, provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a breach of its agreements contained hereinchange in the interest rates, redemption provisions, amortization schedules or maturities offered for the Notes or for a change that the Agents deem to be immaterial). The Company and the Trust agree No Agent shall be required to pay the Purchasing Agent, as consideration for resume soliciting offers to purchase Notes pursuant until the Transaction Entities have delivered, or cause to be delivered, such opinions, letters and certificates in accordance with Section 8 hereof or as such Agent may reasonably request. Upon settlement, the Selling Operating Partnership agrees to pay each Agent Agreementa commission, a concession in the form of a discount from the purchase price of such Note in an amount equal to the percentages applicable percentage of the initial offering price principal amount of each Note actually sold by the Operating Partnership as a result of a solicitation made by such Agent as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q Schedule I hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.----------

Solicitations as Agent. The Agents propose On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent agrees, as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act applicable Disclosure Package and the applicable securities laws or regulations of any jurisdictionProspectus. The Company and the Trust reserve reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase the purchases of Notes through any Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) at least one business day’s prior notice from the Company and the TrustCompany, the Agents such Agent will forthwith suspend promptly solicitation of offers to purchase Notes from the Company until such time as the Company and the Trust has advised the Agents such Agent that such solicitation may be resumed. Unless otherwise instructed by While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 7(a), (b) and (c) hereof; provided, however, that if the TrustRegistration Statement, the Agents are authorized applicable Preliminary Prospectus, the applicable Disclosure Package or the applicable Prospectus is amended or supplemented during the period of suspension, no Agent shall be required to solicit resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of until the Company has delivered such certificates, opinions and the Trust. Each letters as such Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained hereinmay request. The Company and the Trust agree to will pay the Purchasing Agent, as consideration for soliciting offers presenting Agent (or jointly to purchase Notes pursuant two or all Agents if such solicitation is jointly made) on the Settlement Date applicable to such Note a commission negotiated at the Selling Agent Agreement, a concession in the form time of a discount equal to the percentages of the initial offering price of each Note actually sold as sale and set forth in Exhibit Q hereto (the "Concession")applicable Pricing Supplement; provided, however, that the Company, the Trust and the Purchasing maximum commission received by any such Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q heretowill not exceed 8.00%. The actual aggregate Concession with respect to the purchase price, market measure or interest rate, as applicable, maturity date and other terms of a tranche of Notes will shall be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized agreed upon by the Company and the Trust, all Notes shall be sold applicable Agent and set forth in a pricing supplement to the public at Basic Prospectus (a “Pricing Supplement”) to be prepared following each acceptance by the Company of an offer for the purchase price not to exceed 100% of the principal amount thereofNotes. The manner in which the payment on a tranche of Notes will be calculated, plus accrued interesta description of the market measure to which the payment on a tranche of Notes may be linked and other terms related thereto, if any. Such purchase price not specified in a Pricing Supplement, shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered a product supplement and/or market measure supplement to the purchaser along with a copy of the Basic Prospectus (if not previously delivered) each, an “Additional Supplement”). All Notes sold through any Agent as agent will be sold at 100% of their principal amount or face amount, as applicable, unless otherwise agreed to by the Company and Pricing Supplementsuch Agent.

Solicitations as Agent. The Agents propose to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Time of Sale Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 2,000 or more (in multiples of $1,0001,000 thereafter). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "“Concession"”); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementpurchaser.

Solicitations as Agent. The Agents propose Subject to the terms and conditions set forth herein, each Agent agrees, as agent of the Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated administrative procedures with respect to the Agents sale of Notes as may be agreed upon from time to time between the Agents and the Corporation (the "Procedures"). Initial Procedures dated __________, _____ shall remain in effect until changed in writing signed by the Company Agents and the Trust or Corporation. The Agents and the Purchasing Agent, as Corporation agree to perform the case may berespective duties and obligations specifically provided to be performed by them in the Procedures. For Notwithstanding any provision herein to the purpose of such solicitationcontrary, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve Corporation reserves the right, in their its sole discretion, to suspend solicitation of offers to purchase purchases of the Notes through the Agents, as agent, commencing at any time for any period of time or permanently. The Corporation will timely deliver notice to the Agents of its decision to suspend solicitations. Upon receipt of instructions (which may be given orally) from the Company and the TrustCorporation, the Agents will forthwith suspend promptly solicitation of offers to purchase purchases of the Notes until such time as the Company and the Trust Corporation has advised the Agents that such solicitation may be resumed. Unless otherwise instructed Each Agent will communicate to the Corporation, orally, each offer to purchase Notes solicited by such Agent on an agency basis, other than those offers rejected by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)Agent. The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of NotesNotes by persons solicited by the Agent, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements the Agent's agreement contained herein. The Company Corporation may accept or reject any proposed purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of the Trust agree Corporation's agreement herein. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to pay by the Purchasing Corporation and such Agent. The purchase price, interest rate, maturity date and other terms of the Notes (as consideration applicable) specified in Exhibit B hereto shall be agreed upon by the Corporation and such Agent and set forth in a pricing supplement to the Prospectus (a "Pricing Supplement") to be prepared following each acceptance by the Corporation of an offer for soliciting offers the purchase of Notes. Such Agent shall make reasonable efforts to assist the Corporation in obtaining performance by each purchaser whose offer to purchase Notes pursuant has been solicited by such Agent and accepted by the Corporation. The Agent shall not have any liability to the Selling Agent Agreement, a concession Corporation in the form of a discount equal to event any such agency purchase is not consummated for any reason other than the percentages gross negligence of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (Agent. If the "Concession"); provided, however, that the CompanyCorporation shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Trust and Corporation shall (i) hold the Purchasing Agent may agree also to for such purchase harmless against any loss, claim or damage arising from or as a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in result of such proportions as they may agree. Unless otherwise authorized default by the Company Corporation and the Trust(ii) notwithstanding such default, all Notes shall pay to such Agent any commission to which it would be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth entitled in the confirmation statement of the Agent or Selected Dealer responsible for connection with such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementsale.

Solicitations as Agent. The Agents propose In connection with your actions as agent hereunder, you agree to use reasonable efforts to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdictionsupplemented. The Company and the Trust reserve Issuer reserves the right, in their its sole discretion, to instruct you to suspend solicitation of offers to purchase the Notes commencing at any time time, for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase Notes. Upon receipt of a notice from the Issuer, you will forthwith suspend solicitations of offers to purchase Notes from the Issuer until such time as the Company and the Trust Issuer has advised the Agents you that such solicitation may be resumed. Unless otherwise instructed by the Company and the TrustWhile such solicitation is suspended, the Agents are authorized Issuer shall not be required to solicit deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c) provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for (i) the determination of the variable terms of the Notes, (ii) an offering of securities other than the Notes, or (iii) a change you deem to be immaterial), you shall not be required to resume soliciting offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000)until the Issuer has delivered such certificates, opinions and letters as you may request. The Agents are not authorized Issuer agrees to appoint subagents or pay to engage you, as consideration for the services of any other broker or dealer in connection with the offer or sale of each Note resulting from a solicitation made or an offer to purchase received by you, a commission in the form of a discount of up to 5% of the purchase price of such Note, depending upon such Note's maturity of the principal amount of such Note (provided that the commission for Notes having a maturity of 30 years or greater will be negotiated) or such other discount as may be specified in the Prospectus Supplement relating to such Note. You shall communicate to the Issuer, orally or in writing, each offer to purchase the Notes without received by you as agent that in your judgment should be considered by the consent of the Company and the TrustIssuer. Each Agent The Issuer shall have the right, in its discretion reasonably exercised, sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes, as a offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of its your agreements contained herein. The Company procedural details relating to the issue and delivery of Notes sold by you as agent and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold payment therefor shall be as set forth in Exhibit Q hereto the Administrative Procedures (as hereinafter defined). Notwithstanding anything to the contrary contained herein, the Issuer may authorize any other person, partnership or corporation (each an "ConcessionAdditional Agent")) to act as its agent to solicit and receive offers for purchases of Notes, provided that the Issuer and such Additional Agent shall have executed an agreement (which may take the form of an appointment letter incorporating the applicable provisions of this Agreement) having substantially the same terms and conditions as this Agreement. The Issuer shall notify you promptly upon execution of any such agreement and provide a copy of such agreement to you; provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% any failure of the principal amount thereofIssuer to deliver an accession letter to you in connection with the appointment of an Additional Agent will not constitute a breach of, plus accrued interestor default under, if any. Such purchase price shall be set forth in the confirmation statement any applicable provisions of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplementthis Agreement.