Common use of Termination of Existing Securities Lending Agreement Clause in Contracts

Termination of Existing Securities Lending Agreement. As of the date of this Agreement: (a) The securities lending agreement between the parties dated [ ] and any amendment thereto (together, the “Existing Non-US Securities Lending Agreement”) shall terminate save for those provisions therein which are expressed or intended to survive the termination thereof. (b) All securities loans then outstanding under the Existing Non-US Securities Lending Agreement shall be deemed to be securities loans under this Agreement and all Collateral arid Letters of Credit accepted by Lender under the Existing Non-US Securities Lending Agreement shall be deemed to be Collateral and Letters of Credit under this Agreement. (c) This Agreement shall amend, restate and supercede in its entirety and replace the Existing Non-US Securities Lending Agreement; provided, however, that the execution and delivery of this Agreement shall not (a) operate as a waiver of any tight, power or remedy of the Lender or Borrower under the Existing Non-US Securities Lending Agreement, except to the extent expressly waived in this Agreement, or (b) extinguish or impair any obligations of the Lender or Borrower under the Existing Non-US Securities Lending Agreement except to the extent any such obligation is actually satisfied by Lender or Borrower.] This Agreement by be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. If the foregoing correctly expresses our agreement, please confirm the same by signing and returning the enclosed copy whereupon this letter shall become a binding agreement as of the date appearing above. as trustee or agent for the entities listed on Appendix A hereto By: Name: Title: By: Name: Title: Accepted and agreed to on this day of , 200 . By: Name: Title:

Termination of Existing Securities Lending Agreement. As of the date of this Agreement: (a) The securities lending agreement between the parties dated [ ] and any amendment thereto (together, the “"Existing Non-US Securities Lending Agreement”") shall terminate save for those provisions therein which are expressed or intended to survive the termination thereof. (b) All securities loans then outstanding under the Existing Non-US Securities Lending Agreement shall be deemed to be securities loans under this Agreement and all Collateral arid and Letters of Credit accepted by Lender under the Existing Non-US Securities Lending Agreement shall be deemed to be Collateral and Letters of Credit under this Agreement. (c) This Agreement shall amend, restate and supercede in its entirety and replace the Existing Non-US Securities Lending Agreement; provided, however, that the execution and delivery of this Agreement shall not (a) operate as a waiver of any tightright, power or remedy of the Lender or Borrower under the Existing Non-US Securities Lending Agreement, except to the extent expressly waived in this Agreement, or (b) extinguish or impair any obligations of the Lender or Borrower under the Existing Non-US Securities Lending Agreement except to the extent any such obligation is actually satisfied by Lender or Borrower.] This Agreement by be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. If the foregoing correctly expresses our agreement, please confirm the same by signing and returning the enclosed copy whereupon this letter shall become a binding agreement as of the date appearing above. BARCLAYS GLOBAL INVESTORS, N.A. as trustee or agent for the entities listed on Appendix A hereto By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: Accepted and agreed to on this ________ day of _______________, 200 200_________. BORROWER By: ------------------------------ Name: Title:: -------------------------------------- Telephone 415 597 2000 Xxxxxxxxx 015 597 2698 Exhibit A PERFORMANCE THROUGH INNOVATION (Form of Securities Lending Agreements ------------------------------ for US Securities) BARCLAYS GLOBAL INVESTORS Date BORROWER

Termination of Existing Securities Lending Agreement. As of the date of this Agreement: (a) The securities lending agreement between the parties dated [ ] and any amendment thereto (together, the “Existing Non-US Securities Lending Agreement”) shall terminate save for those provisions therein which are expressed or intended to survive the termination thereof. (b) All securities loans then outstanding under the Existing Non-US Securities Lending Agreement shall be deemed to be securities loans under this Agreement and all Collateral arid and Letters of Credit accepted by Lender under the Existing Non-US Securities Lending Agreement shall be deemed to be Collateral and Letters of Credit under this Agreement. (c) This Agreement shall amend, restate and supercede in its entirety and replace the Existing Non-US Securities Lending Agreement; provided, however, that the execution and delivery of this Agreement shall not (a) operate as a waiver of any tightright, power or remedy of the Lender or Borrower under the Existing Non-US Securities Lending Agreement, except to the extent expressly waived in this Agreement, or (b) extinguish or impair any obligations of the Lender or Borrower under the Existing Non-US Securities Lending Agreement except to the extent any such obligation is actually satisfied by Lender or Borrower.] This Agreement by be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. If the foregoing correctly expresses our agreement, please confirm the same by signing and returning the enclosed copy whereupon this letter shall become a binding agreement as of the date appearing above. as trustee or agent for the entities listed on Appendix A hereto By: Name: Title: By: Name: Title: Accepted and agreed to on this day of , 200 . By: Name: Title:: (Form of Securities Lending Agreements for non-US Securities) BARCLAYS GLOBAL INVESTORS Date BORROWER

Termination of Existing Securities Lending Agreement. As of the date of this Agreement: (a) The securities lending agreement between the parties dated [ ___________ ] and any amendment thereto (together, the “"Existing Non-US Securities Lending Agreement”") shall terminate save for those provisions therein which are expressed or intended to survive the termination thereof. (b) All securities loans then outstanding under the Existing Non-US Securities Lending Agreement shall be deemed to be securities loans under this Agreement and all Collateral arid and Letters of Credit accepted by Lender under the Existing Non-US Securities Lending Agreement shall be deemed to be Collateral and Letters of Credit under this Agreement. (c) This Agreement shall amend, restate and supercede in its entirety and replace the Existing Non-US Securities Lending Agreement; provided, however, that the execution and delivery of this Agreement shall not (a) operate as a waiver of any tightright, power or remedy of the Lender or Borrower under the Existing Non-US Securities Lending Agreement, except to the extent expressly waived in this Agreement, or (b) extinguish or impair any obligations of the Lender or Borrower under the Existing Non-US Securities Lending Agreement except to the extent any such obligation is actually satisfied by Lender or Borrower.] This Agreement by be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. If the foregoing correctly expresses our agreement, please confirm the same by signing and returning the enclosed copy whereupon this letter shall become a binding agreement as of the date appearing above. BARCLAYS GLOBAL INVESTORS, N.A. as trustee or agent for the entities listed on Appendix A hereto By: ------------------------------- Name: Title: By: ------------------------------- Name: Title: Accepted and agreed to on this this____________ day of of___________________, 200 2002. BORROWER By: ---------------------------- Name: Title:: Appendix A 1) Specified Countries. Each of the following countries shall constitute a "Specified Country" under the terms of the Agreement: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Italy, Japan, Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, South Africa and the United Kingdom.