Common use of Suspension of Solicitation Clause in Contracts

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the Company may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the Company, the Distributors will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributor.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- --------------------------------------------------- As provided in the Distribution Agreement, the Company may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the Company, the Distributors will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributor.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- --------------------------------------------------- As provided in the Distribution Agreement, the Company Issuer may instruct the Distributors Distributor to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the CompanyIssuer, which notice shall be furnished as promptly as practicable after the Issuer determines that solicitation should be suspended, the Distributors Distributor will each forthwith suspend solicitation until such time as the Company Issuer has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive Distributor receives the notice from the Company Issuer contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they it will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company Issuer is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each the Distributor with the proposed amendment or supplement; if the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each the Distributor and will furnish each the Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company Issuer will promptly file such amendment or supplement with the Commission, provide the Distributors Distributor with copies of any such amendment or supplement, confirm to the Distributors Distributor that such amendment or supplement has been filed with the Commission and advise the Distributors Distributor that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Distribution Agreement; and in the event that at the time the Company Issuer suspends solicitation of offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Distributors Distributor and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each The Distributor will promptly advise the CompanyIssuer, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such the Distributor. Each The Distributor may, in its discretion reasonably exercised, without notice to the CompanyIssuer, reject any offer received by it, in whole or in part. The Company Issuer will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company Issuer accepts or rejects an offer, in whole or in part, the Company Issuer will promptly so notify the Presenting Distributor. Confirmation ------------ For each accepted offer, the Distributor will issue a confirmation to the purchaser, with a separate confirmation to the Issuer's Treasury Department, setting forth the Purchase Information (as defined under Part II below with respect to Certificated Notes and Part III below with respect to Book-Entry Notes) and delivery and payment instructions; provided, however, that, in the -------- ------- case of the confirmation issued to the purchaser, no confirmation shall be delivered to the purchaser prior to the delivery of the Prospectus referred to below. Determination of Settlement Date -------------------------------- The receipt of immediately available funds by the Issuer in payment for a Note and (i) in the case of Certificated Notes, the authentication and issuance of such Note and (ii) in the case of Book-Entry Notes, entry by the Distributor of an SDFS (as defined in Part II hereof) deliver order through DTC's Participant Terminal System to credit such Note to the account of a Participant (as defined in Part II hereof) purchasing, or acting for the purpose of, such Note, shall, with respect to such Note, constitute "settlement". All offers accepted by the Issuer will be settled on the third Business Day next succeeding the date of acceptance unless otherwise agreed by the purchaser and the Issuer. The settlement date shall be specified upon receipt of an offer to purchase. Prior to 11:00 a.m., New York City time, on the settlement date, the Issuer will instruct the Trustee to authenticate and deliver the Notes no later than 2:15 p.m., New York City time, on that date. Delivery of Prospectus ---------------------- A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof (except as provided below) must be delivered to a purchaser prior to or together with the earlier of the delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such purchaser (for this purpose, entry of an SDFS deliver order through DTC's Participant Terminal System to credit a Note to the account of a Participant purchasing, or acting for the purchaser of, a Note shall be deemed to constitute delivery of such Note). Subject to the foregoing, it is anticipated that delivery of the Prospectus, confirmation and Notes to the purchaser will be made simultaneously at settlement. The Issuer shall ensure that the Distributor receives copies of the Prospectus and each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will enable the Distributor to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the first sentence of this paragraph. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Issuer and such purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Authenticity of Signatures -------------------------- No Distributor will have any obligation or liability to the Issuer or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Issuer or the Trustee on any Note or the Global Note (as defined in Part III). Advertising Expenses -------------------- The Issuer will determine with the Distributor the amount of advertising that may be appropriate in offering the Notes. Advertising expenses for advertising agreed to by the Issuer will be paid by the Issuer.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to suspend at any time, for any period of AMENDMENT OF SUPPLEMENT time or permanently, the solicitation of offers to purchase Notes. Upon receipt OF PROSPECTUS: of such instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement (as defined in Section 1(c) of the Distribution Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise each Distributor the Agents and the Trustee and will furnish each Distributor the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of of, and its obligations under, the Distribution Agreement. The Company will will, consistent with such obligations, promptly file such amendment or supplement with advise each Agent and the Commission, provide Trustee whether orders outstanding at the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that time each Agent suspends solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if whether copies of the such Prospectus and Prospectus Supplement as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, Prospectus Supplement and Pricing Supplement may not be so delivered. The Company will file with the Commission for filing therewith any supplement to accept offers the Prospectus relating to the Notes, provide the Agents with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424. CONFIRMATION: For each offer to purchase Notes a Note solicited by an Agent and may reject any such offer, in whole accepted by or in part. If on behalf of the Company accepts or rejects an offer, in whole or in partCompany, the Company Presenting Agent will promptly so notify issue a confirmation to the Presenting Distributorpurchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- AMENDMENT OR SUPPLEMENT As provided in the Distribution Agreement, the Company Issuer may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Business Day's prior notice from the CompanyIssuer, the Distributors will each forthwith suspend solicitation until such time as the Company Issuer has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company Issuer contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company Issuer is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company Issuer will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Distribution Agreement; and in the event that at the time the Company Issuer suspends solicitation of offers to purchase there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations. The Company Issuer will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributor.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the Company may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the Company, the Distributors will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any offers already accepted by the Company orders outstanding for settlementwhich have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and Agents through the Trustee if whether such offers are not to orders may be settled and if whether copies of the Prospectus Prospectus, as then amended or supplemented, as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement Settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Pricing Supplement: A copy of the Prospectus, as most recently amended or supplemented on the date of delivery thereof, must be delivered by an Agent (or, in the case of a sale made directly by the Company, by the Company) to accept offers a purchaser (either physically or pursuant to purchase Notes Rule 172 under the Act) prior to or together with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and may reject (ii) any Certificated Note purchased by such purchaser. The Company will use its best efforts to ensure that the Agents receive copies of the Prospectus and each amendment or supplement thereto in such quantities and within such time limits as will enable an Agent to deliver such confirmation or Certificated Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, in whole or in part. If the Prospectus shall have been supplemented solely to reflect any sale of Certificated Notes on terms different from those agreed to between the Company accepts and such purchaser or rejects an offera change in posted rates not applicable to such purchaser, in whole such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the prospectus as supplemented to reflect the terms of the Certificated Notes being purchased by such purchaser and otherwise as most recently amended or in part, supplemented on the Company will promptly so notify date of delivery of the Presenting DistributorProspectus.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- Supplement: As provided in the Distribution Agency Agreement, the Company Issuer may instruct the Distributors to ----------------------- suspend solicitation of offers to purchase at any time, and and, upon receipt of at least one Market Day's prior notice from the CompanyIssuer, the Distributors Agents will each forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as the Company Issuer has advised them that solicitation of offers to purchase purchases may be resumed. If the Distributors Agents receive the notice from the Company Issuer contemplated by Section 3(b) or 4(b) of the Distribution Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agency Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor the Agents and will furnish each Distributor the Agents with the proposed amendment or supplement in accordance with the terms of the Distribution Agency Agreement. The Company Issuer will promptly file or mail to the Commission for filing such amendment or supplement with the Commissionsupplement, provide the Distributors Agents with copies of any such amendment or supplement, confirm to the Distributors Agents that such amendment or supplement has been filed with the Commission and advise the Distributors Agents that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Distribution Agency Agreement; and in the event that at the time the Company Issuer suspends solicitation of offers to purchase purchases there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Company Issuer will in addition promptly advise the Distributors Agents and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance Delivery of Offers -------------------- Each Distributor Prospectus: A copy of the Prospectus, as most recently amended ---------------------- or supplemented on the date of delivery thereof (except as provided below), must be delivered to a purchaser prior to or together with the earlier of delivery of (i) the written confirmation provided for above, and (ii) any Note purchased by such purchaser at the following address: if to PaineWebber Incorporated, attention: Xxxxx X. Xxxxxx, 1285 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Telecopy Number (000) 000-0000, if to BT Alex. Xxxxx Incorporated, to Debt Capital Markets, attention: Xxxxxxx Xxxxxx, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 10006, Telecopy Number (000) 000-0000, if to First Chicago Capital Markets, Inc., to: Real Estate Capital Markets, attention: Xxx X.Xxxxxx, Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx XX 00000, Telecopy Number (000) 000-0000, if to NationsBanc Xxxxxxxxxx Securities LLC, attention: Xxxx Xxxx, 000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, Telecopy Number (000) 000-0000 and if to Xxxxxxx Xxxxx Barney Inc., to Debt Capital Markets, attention: Xxxxx X. Xxxxxx, 7 World Trade Center, 42nd Floor, New York, N.Y. 10048 for record keeping purposes, one copy of such Pricing Supplement shall also be mailed to Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, attention: Xxx X. Xxxxxxxxx, Telecopy Number (000) 000-0000, and if to the Trustee, to: U.S. Bank Trust National Association, attention: Xxxxx Xxxx, 000 Xxxx Xxxxxx Drive, Suite 3000, Chicago, IL 60601, Telecopy Number (000) 000-0000 and the Designated Agent, if any. The Issuer shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including appropriate Pricing Supplements) in such quantities and within such time limits as will promptly advise enable the CompanyPresenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, at its option orally since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between the Issuer and such purchaser or a change in writingposted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. SCHEDULE I ---------- As compensation for the services of an Agent hereunder, the Operating Partnership shall pay such Agent, on a discount basis, a commission for the sale of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice Note equal to the Company, reject any offer received principal amount of such Note multiplied by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributor.appropriate percentage set forth below:

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to suspend Amendment or Supplement: solicitation of offers to purchase Notes at any time by telephone (confirmed in writing) or in writing. Each Agent receiving such instructions will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or the Prospectus relating (other than to change interest rates or other variable terms with respect to the offering of the Notes), it will promptly advise each Distributor Agent and will furnish each Distributor Agent and counsel to the Agents with copies of the proposed amendment or supplement in accordance (including any document proposed to be incorporated by reference therein but excluding any Pricing Supplements unless otherwise provided herein); provided, however, that (1) the foregoing requirement shall not apply to any of the Company's filings with the terms Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Distribution Agreement. The Securities Exchange Act of 1934, as amended, copies of which filings the Company will cause to be delivered to the Agents promptly file after being transmitted for filing with the Commission and (2) any Prospectus supplement or Pricing Supplement that merely sets forth the terms or a description of particular Securities shall only be reviewed and approved by the Agent or Agents offering such Securities. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered, mailed or telecopied to Bear, Xxxxxxx & Co. Inc. at Medium Term Note Department, 000 Xxxx Xxxxxx, 0/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000; to Chase Securities Inc. at Medium Term Note Desk, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (212) 834- 4421 and to Xxxxxxx, Xxxxx & Co. at Credit Department, Credit Control-Medium Term Notes, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000. For record keeping purposes, one copy of each such amendment or supplement with the Commissionshall also be delivered, provide the Distributors with copies of any such amendment mailed or supplementtelecopied to Paul, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumedHastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxxxx, Esq., Telecopy: (000) 000-0000. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends solicitation of offers to purchase Notes from the Company is suspended (other than to change interest rates or other variable terms) there shall be are any offers already to purchase Notes that have been accepted by the Company outstanding for settlementthat have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors Agents and the Trustee if Chase whether such offers are not to may be settled and if whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes responsibility for such decision and for any arrangements that may reject any such offer, be made in whole or in part. If the event that the Company accepts determines that such offers may not be settled or rejects that copies of such Prospectus may not be so delivered. Delivery of Prospectus and A copy of the most recent Prospectus and the Applicable Pricing applicable Pricing Supplement, which pursuant Supplement: to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to an offer, in whole investor or in part, other purchaser or his agent and (b) the delivery of Notes to an investor or other purchaser or his agent. Authenticity of Signatures: The Agents will have no obligation or liability to the Company will promptly so notify or the Presenting DistributorTrustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Documents Incorporated by The Company shall supply the Agents with an adequate Reference: supply of all documents incorporated by reference in the Registration Statement and the Prospectus.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the Company may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the Company, the Distributors will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any offers already accepted by the Company orders outstanding for settlementwhich have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and Agents through the Trustee if whether such offers are not to orders may be settled and if whether copies of the Prospectus Prospectus, as then amended or supplemented, as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement Settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Pricing A copy of the Prospectus, as most recently amended or supplemented on Supplement: the date of delivery thereof, must be delivered by an Agent (or, in the case of a sale made directly by the Company, by the Company) to accept offers a purchaser (either physically or pursuant to purchase Notes Rule 172 under the Act) prior to or together with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and may reject (ii) any Certificated Note purchased by such purchaser. The Company will use its best efforts to ensure that the Agents receive copies of the Prospectus and each amendment or supplement thereto in such quantities and within such time limits as will enable an Agent to deliver such confirmation or Certificated Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, in whole or in part. If the Prospectus shall have been supplemented solely to reflect any sale of Certificated Notes on terms different from those agreed to between the Company accepts and such purchaser or rejects an offera change in posted rates not applicable to such purchaser, in whole such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the prospectus as supplemented to reflect the terms of the Certificated Notes being purchased by such purchaser and otherwise as most recently amended or in part, supplemented on the Company will promptly so notify date of delivery of the Presenting DistributorProspectus.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided xx Xxxxxxxxxx --------------------------------------------------- If, during any period in which, in the Distribution Agreementopinion of Counsel for the Agents, a prospectus relating to the Securities is required to be delivered under the Securities Act, any event occurs as a result of which the Pro- spectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will notify the Agents promptly to suspend solicitation of purchases of the Securities and each Agent shall suspend its solicitations of purchases of Securities; and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents by telephone (with confirmation in writing) and will promptly prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Upon the Agents' receipt of such amendment or supplement and advice from the Company that solicitations may be resumed, the Agents will resume solicitations of purchases of the Securities. In addition, the Company may instruct the Distributors Agents by telephone to suspend solicitation of offers to purchase at any time, and upon . Upon receipt of at least one Market Day's prior notice from such instructions the Company, the Distributors Agents will each forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the NotesSecurities (other than to change interest rates, maturity dates and/or redemption terms), it will promptly advise each Distributor the Agents and the Trustee and will furnish each Distributor the Agents and the Trustee with copies of the proposed amendment or supplement in accordance with the terms of the Distribution Agreementsupplement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any offers already orders outstanding which have been accepted by the Company outstanding for settlementbut which have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors Agents and the Trustee if whether such offers are not to orders may be settled and if whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangement which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Prospectus ---------------------- Each Agent will provide a copy of the relevant Prospectus, appropriately amended or supplemented, which must accompany or precede each written offer of a Security by such Agent, each written confirmation of a sale sent to accept a purchaser or his agent by such Agent and each Security delivered to a purchaser or his agent. Authenticity of Signatures -------------------------- The Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Security. Advertising Costs ----------------- The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Securities. Upon authorization by the Company, advertising expenses in connection with solicitation of offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, Securities from the Company will promptly so notify be paid by the Presenting DistributorCompany. EXHIBIT B The Company agrees to pay each Agent a commission equal to the following percentage of the aggregate principal amount of Securities sold to purchasers solicited by such Agent or, in the event the Securities are being sold at a discount, the issue price thereof. Commission Rate (as a percentage of aggregate principal amount of Securities sold or the issue price, as the Term case may be) ---- ----------------------- 9 months to less than 1 year .125% 1 year to less than 18 months .150% 18 months to less than 2 years .200% 2 years to less than 3 years .250% 3 years to less than 4 years .350% 4 years to less than 5 years .450% 5 years to less than 6 years .500% 6 years to less than 7 years .550% 7 years to less than 10 years .600% 10 years to less than 15 years .625% 15 years to less than 20 years .700% 20 years to 30 years .750% EXHIBIT C TERMS AGREEMENT ____________, 19__ Texas Utilities Electric Company Energy Plaza 1601 Bryan Street Dallas, Texas 75201 Attention: Xxx undersigned agrees to purchase the principal amount of the Securities described in the Distribution Agreement dated October 25, 1995 (the Distribution Agreement) and in Schedule 1 attached hereto (capitalized terms not defined herein shall be as defined in the Distribution Agreement). Our obligation to purchase Securities hereunder is subject to the accuracy of your representations and warranties contained in the Distribution Agreement on the date hereof and on the Settlement Date and to your performance and observance of the covenants and agreements contained in the Distribution Agreement except those set forth below: [ ]. Our obligation hereunder is subject to the further condition that we shall receive (a) the opinions required to be delivered pursuant to Section 7(b) of the Distribution Agreement, (b) the certificate required to be delivered pursuant to Section 7(d) of the Distribution Agreement and (c) the letter required to be delivered pursuant to Section 7(c) of the Distribution Agreement, in each case dated as of the Settlement Date. This Agreement may be terminated by us by delivering written notice thereof to you if (a) after the date hereof and at or prior to the Settlement Date there shall have occurred and be continuing any general suspension of trading in securities on the New York Stock Exchange or there shall have been established by the New York Stock Exchange or by the Securities and Exchange Commission or by any federal or state agency or by the decision of any court, any general limitation on prices for such trad- ing or any general restrictions on the distribution of securities, or a general banking moratorium declared by the State of New York or federal authorities, or (b) there shall have occurred any new material (i) outbreak of hostilities, or (ii) other national or international calamity or crisis, including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement, and the effect of any such event specified in clause (a) or (b) above on the financial markets of the United States shall be such as to make it impracticable in our reasonable judgment to complete the sale of the Securities or (c) in our reasonable judgment, the subject matter of any amendment or supplement to the Registration Statement or the Prospectus (other than an amendment or supplement relating solely to our activity as Purchaser) prepared and issued by the Company after the effectiveness of this Agreement shall have materially impaired the marketability of the Securities. Any termination of this Agreement shall be without liability of any party to any other party except as other- wise provided in Sections 6(d), (e) and the first sentence of (h) and in Section 9 of the Distribution Agreement. [Additional terms: ] THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [Insert name of Purchaser[s]] By ___________________________ Accepted: , 19__ Texas Utilities Electric Company By _____________________________ SCHEDULE 1 TO EXHIBIT C Registration Statement[s]: No[s]. 33-68100 and 33-83976 [33-68100 will be used until issuances exceed $150,000,000.] Indenture: Mortgage and Deed of Trust dated as of December 1, 1983, between the Company and Irving Trust Company (now The Bank of New York), Trustee, as supplemented. Title of Purchased Securities: Secured Medium-Term Notes Series D. Aggregate Principal Amount: Price to Public: Purchase Price: ___% of the principal amount of the Purchased Securities. Method and Specified Funds for Payment of Purchase Price: Date and Time of Delivery (Settlement Date):

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to AMENDMENT OR SUPPLEMENT suspend at any time, for any period of time OF PROSPECTUS: or permanently, the solicitation of offers to purchase Notes. Upon receipt of such instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement (as defined in Section 1(c) of the Distribution Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise each Distributor the Agents and the Trustee and will furnish each Distributor the Agents and the Trustee with the proposed amendment or supplement in accordance with the terms of of, and its obligations under, the Distribution Agreement. The Company will will, consistent with such obligations, promptly file such amendment or supplement with advise each Agent and the Commission, provide Trustee whether orders outstanding at the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that time each Agent suspends solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if whether copies of the such Prospectus and Prospectus Supplement as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, Prospectus Supplement and Pricing Supplement may not be so delivered. The Company will file with the Commission for filing therewith any supplement to accept offers the Prospectus relating to the Notes, provide the Agents with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424. CONFIRMATION: For each offer to purchase Notes a Note solicited by an Agent and may reject accepted by or on behalf of the Company, the Presenting Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions. TRUSTEE/PAYING AGENT Nothing herein shall be deemed to require NOT TO RISK FUNDS: the Trustee or Paying Agent to risk or expend its own funds in connection with any payment to the Company, DTC, the Agents or the purchaser or a holder, it being understood by all parties that payments made by the Trustee/Paying Agent to the Company, DTC, the Agents or a purchaser or holder shall be made only to the extent that funds are provided to the Trustee/Paying Agent for such purpose. AUTHENTICITY The Company will cause the Trustee to OF SIGNATURES: furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who has been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting DistributorNote.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- Supplement: As provided in the Distribution Agency Agreement, the Company Issuer may instruct the Distributors to ----------------------- suspend solicitation of offers to purchase at any time, and and, upon receipt of at least one Market Day's prior notice from the CompanyIssuer, the Distributors Agents will each forthwith as promptly as practicable, but in no event later than one Business Day following such notice, suspend solicitation until such time as the Company Issuer has advised them that solicitation of offers to purchase purchases may be resumed. If the Distributors Agents receive the notice from the Company Issuer contemplated by Section 3(b) or 4(b) of the Distribution Agency Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agency Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company Issuer decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor the Agents and will furnish each Distributor the Agents with the proposed amendment or supplement in accordance with the terms of the Distribution Agency Agreement. The Company Issuer will promptly file or mail to the Commission for filing such amendment or supplement with the Commissionsupplement, provide the Distributors Agents with copies of any such amendment or supplement, confirm to the Distributors Agents that such amendment or supplement has been filed with the Commission and advise the Distributors Agents that solicitation may be resumed. Any such suspension shall not affect the CompanyIssuer's obligations under the Distribution Agency Agreement; and in the event that at the time the Company Issuer suspends solicitation of offers to purchase purchases there shall be any offers already accepted by the Company Issuer outstanding for settlement, the Company Issuer will have the sole responsibility for fulfilling such obligations; the Agents will make reasonable efforts to assist the Issuer to fulfill such obligations, but the Agents will not be obligated to fulfill such obligations. The Company Issuer will in addition promptly advise the Distributors Agents and the Trustee if such offers are not to be settled and if copies of the Prospectus as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributor.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided Subject to the Company’s representations, warranties and covenants contained in the Distribution Agency Agreement, the Amendment or Supplement: Company may instruct the Distributors each Agent to suspend solicitation of offers to purchase Certificated Notes at any time, and upon . Upon receipt of at least one Market Day's prior notice from the Companysuch instructions, the Distributors each Agent will each forthwith suspend such solicitation until such time as it has been advised by the Company has advised them that such solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the NotesProspectus, it will promptly advise each Distributor Agent and will furnish each Distributor Agent with the proposed amendment or supplement in accordance supplement, all consistent with the terms of Company’s obligations under the Distribution Agency Agreement. The Company will will, consistent with such obligations, promptly file advise each Agent and the Trustee whether any accepted offers outstanding at the time such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that Agent suspended solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if whether copies of the Prospectus as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such offers may not be settled or that copies of the Prospectus and such Pricing Supplement may not be so delivered. Delivery of Prospectus: A copy of the Prospectus and the Pricing Supplement relating to the Notes and a pricing supplement relating to a Certificated Note must accompany or precede any written offer of such Note, delivery of such Note, confirmation of the purchase of such Note and payment for such Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by an Agent between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by such Agent to a customer or his agent, such confirmation shall be accompanied by the Prospectus and a Pricing Supplement setting forth the terms in effect when the order was placed. Subject to the preceding paragraph, each Agent will deliver the Prospectus and a Pricing Supplement as herein described with respect to each Note sold by it. The Trustee will make such delivery if such Note is sold directly by the Company to a purchaser other than an Agent. Advertising: The Company shall have the sole right to accept approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation of offers to purchase Certificated Notes. PART III: ADMINISTRATIVE PROCEDURES FOR “STRUCTURED” OR “HYBRID” NOTES The Company may from time to time issue Notes through an Agent (or to such Agent as Purchaser) the principal amount payable at the maturity of which and/or interest in respect of which will be determined by reference to designated currency (or composite currency), commodity or other prices or the level of one or more designated stock indexes or otherwise by application of a formula. Such Notes may implicate certain commodities-law (and may reject any other legal or regulatory) issues.(1) The Company and such offerAgent will cooperate so that the Company, in whole the Agent and counsel for the Agents have sufficient opportunity to analyze such issues. Such Agent will furnish, to the extent possible, such certificate or in part. If certificates with respect to the financial and marketing aspects of such Notes as the Company accepts or rejects an offer, in whole or in part, the Company will promptly so notify the Presenting Distributormay reasonably require.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to suspend Amendment or Supplement: solicitation of offers to purchase Notes at any time by telephone (confirmed in writing) or in writing. Each Agent receiving such instructions will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them the Agents that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein) or the Prospectus relating (other than to change interest rates or other variable terms with respect to the offering of the Notes), it will promptly advise each Distributor Agent and will furnish each Distributor Agent and counsel to the Agents with copies of the proposed amendment or supplement in accordance (including any document proposed to be incorporated by reference therein but excluding any Pricing Supplements unless otherwise provided herein); provided, however, that (1) the foregoing requirement shall not apply to any of the Company's filings with the terms Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Distribution Agreement. The Securities Exchange Act of 1934, as amended, copies of which filings the Company will cause to be delivered to the Agents promptly file after being transmitted for filing with the Commission and (2) any Prospectus Supplement or Pricing Supplement that merely sets forth the terms or a description of particular Securities shall only be reviewed and approved by the Agent or Agents offering such Securities. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered, mailed or telecopied to Bear, Xxxxxxx & Co. Inc. at Medium Term Note Department, 000 Xxxx Xxxxxx, 0/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000; to Chase Securities Inc. at Medium Term Note Desk, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000 and to Xxxxxxx, Sachs & Co. at Credit Department, Credit Control-Medium Term Notes, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telecopy: (000) 000-0000. For record keeping purposes, one copy of each such amendment or supplement with the Commissionshall also be delivered, provide the Distributors with copies of any such amendment mailed or supplementtelecopied to Paul, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumedHastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxxxxx, Esq., Telecopy: (212) 319-4090. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends solicitation of offers to purchase Notes from the Company is suspended (other than to change interest rates or other variable terms) there shall be are any offers already to purchase Notes that have been accepted by the Company outstanding for settlementthat have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors Agents and the Trustee if Chase whether such offers are not to may be settled and if whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes responsibility for such decision and for any arrangements that may reject any such offer, be made in whole or in part. If the event that the Company accepts determines that such offers may not be settled or rejects that copies of such Prospectus may not be so delivered. Delivery of Prospectus and A copy of the most recent Prospectus and the Applicable Pricing Supplement: applicable Pricing Supplement, which pursuant to Rule 434 may be delivered separately from the Prospectus, must accompany or precede the earlier of (a) the written confirmation of a sale sent to an offer, in whole investor or in part, other purchaser or his agent and (b) the delivery of Notes to an investor or other purchaser or his agent. Authenticity of Signatures: The Agents will have no obligation or liability to the Company will promptly so notify or the Presenting DistributorTrustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to suspend at any time, Amendment or Supplement of Prospectus or any Then Applicable Permitted Free Writing Prospectus: for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of such instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or (as defined in Section 1(c) of the Distribution Agreement), the Prospectus or any then applicable Permitted Free Writing Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise each Distributor the Agents and the Indenture Trustee and will furnish each Distributor with or make the proposed amendment or supplement available to the Agents and the Indenture Trustee in accordance with the terms of of, and its obligations under, the Distribution Agreement. The Company will will, consistent with such obligations, promptly file such amendment or supplement with advise each Agent and the Commission, provide Indenture Trustee whether orders outstanding at the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that time each Agent suspends solicitation may be resumedsettled. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the The Company will have the sole responsibility for fulfilling such obligationsdecision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled. The Company will in addition promptly advise file with the Distributors Commission any supplement to the Prospectus or any then applicable Permitted Free Writing Prospectus, relating to the Notes, and provide the Trustee if such offers are not to be settled and if Agents with copies of the Prospectus as or make available any such supplement in effect at the time of the suspension may not be delivered in connection accordance with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Companyterms of, at and its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in part. The Company will have the sole right to accept offers to purchase Notes and may reject any such offer, in whole or in part. If the Company accepts or rejects an offer, in whole or in partobligations under, the Company will promptly so notify the Presenting DistributorDistribution Agreement.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the The Company may instruct the Distributors Agents to --------------------------- suspend at any time, for any period of Amendment or Supplement of time or permanently, the solicitation of -------------------------- offers to purchase Notes. Prospectus: ---------- Upon receipt of such instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice Notes from the Company, the Distributors will each forthwith suspend solicitation Company until such time as the Company has advised them that such solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement (as defined in Section 1(c) of the Distribution Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise each Distributor the Agents and the Indenture Trustee and will furnish each Distributor the Agents and the Indenture Trustee with the proposed amendment or supplement in accordance with the terms of of, and its obligations under, the Distribution Agreement. The Company will will, consistent with such obligations, promptly file such amendment or supplement with advise each Agent and the Commission, provide Indenture Trustee whether orders outstanding at the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that time each Agent suspends solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in the event that at the time the Company suspends solicitation of offers to purchase there shall be any offers already accepted by the Company outstanding for settlement, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and the Trustee if such offers are not to be settled and if whether copies of the such Prospectus and Prospectus Supplement as in effect at the time of the suspension suspension, together with the appropriate Pricing Supplement, may not be delivered in connection with the settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, Prospectus Supplement and Pricing Supplement may not be so delivered. The Company will file with the Commission for filing therewith any supplement to accept offers the Prospectus relating to purchase Notes and may reject the Notes, provide the Agents with copies of any such offersupplement, in whole or in part. If and confirm to the Company accepts or rejects an offer, in whole or in part, Agents that such supplement has been filed with the Company will promptly so notify Commission pursuant to the Presenting Distributorapplicable paragraph of Rule 424.

Suspension of Solicitation. Amendment or Supplement ---------------------------------------------------- As provided in the Distribution Agreement, the Company may instruct the Distributors to suspend solicitation of offers to purchase at any time, and upon receipt of at least one Market Day's prior notice from the Company, the Distributors will each forthwith suspend solicitation until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Distributors receive the notice from the Company contemplated by Section 3(b) or 4(b) of the Distribution Agreement, they will promptly suspend solicitation and will only resume solicitation as provided in the Distribution Agreement. If the Company is required, pursuant to Section 4(b) of the Distribution Agreement, to prepare an amendment or supplement, it will promptly furnish each Distributor with the proposed amendment or supplement; if the Company decides to amend or supplement the Registration Statement or the Prospectus relating to the Notes, it will promptly advise each Distributor and will furnish each Distributor with the proposed amendment or supplement in accordance with the terms of the Distribution Agreement. The Company will promptly file such amendment or supplement with the Commission, provide the Distributors with copies of any such amendment or supplement, confirm to the Distributors that such amendment or supplement has been filed with the Commission and advise the Distributors that solicitation may be resumed. Any such suspension shall not affect the Company's obligations under the Distribution Agreement; and in In the event that at the time the Company suspends Agents, at the direction of the Company, suspend solicitation of offers to purchase from the Company there shall be any offers already accepted by the Company orders outstanding for settlementwhich have not been settled, the Company will have the sole responsibility for fulfilling such obligations. The Company will in addition promptly advise the Distributors and Agents through the Trustee if whether such offers are not to orders may be settled and if whether copies of the Prospectus Prospectus, as then amended or supplemented, as theretofore amended and/or supplemented as in effect at the time of the suspension may not be delivered in connection with the settlement Settlement of such offers. Acceptance of Offers -------------------- Each Distributor will promptly advise the Company, at its option orally or in writing, of each reasonable offer to purchase Notes received by it, other than those rejected by such Distributor. Each Distributor may, in its discretion reasonably exercised, without notice to the Company, reject any offer received by it, in whole or in partorders. The Company will have the sole right responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Pricing Supplement: A copy of the Prospectus, as most recently amended or supplemented on the date of delivery thereof, must be delivered by an Agent (or, in the case of a sale made directly by the Company, by the Company) to accept offers a purchaser (either physically or pursuant to purchase Notes Rule 172 under the Act) prior to or together with the earlier of the delivery of (i) the written confirmation of a sale sent to a purchaser or his agent and may reject (ii) any Certificated Note purchased by such purchaser. The Company will use its best efforts to ensure that the Agents receive copies of the Prospectus and each amendment or supplement thereto in such quantities and within such time limits as will enable an Agent to deliver such confirmation or Certificated Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. If, since the date of acceptance of a purchaser’s offer, in whole or in part. If the Prospectus shall have been supplemented solely to reflect any sale of Certificated Notes on terms different from those agreed to between the Company accepts and such purchaser or rejects an offera change in posted rates not applicable to such purchaser, in whole such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the prospectus as supplemented to reflect the terms of the Certificated Notes being purchased by such purchaser and otherwise as most recently amended or in part, supplemented on the Company date of delivery of the Prospectus. The Trustee will promptly so notify make all such deliveries with respect to all Certificated Notes sold directly by the Presenting DistributorCompany.