(d)           Commissions.  At the time of the settlement of any sale of Notes pursuant to an offer presented by an Agent, the Company shall pay such Agent a commission based on market conditions and other factors in existence at the time of such sale, which commissions shall be subject to negotiation between the Company and the Agent and shall be as agreed to in writing by the Company and the Agent.

(e)           Suspension of Solicitation.  Upon receipt of any notice delivered by the Company pursuant to Section 4(b), each Agent shall suspend its solicitation of offers to purchase Notes until the Company shall have amended or supplemented the Time of Sale Information or Registration Statement as contemplated by Section 4(b) and shall have advised such Agent that such solicitation may be resumed.

(f)            Status of Each Agent.  In soliciting offers to purchase Notes pursuant to this Agreement and in performing its other obligations hereunder, each Agent is acting individually and not jointly with the other Agents and, with respect to any such solicitation is acting solely as agent for the Company and not as principal.  Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company has been solicited by such Agent and accepted by the Company, but shall have no liability to the Company in the event any such purchase is not consummated.  If the Company shall default in the performance of its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default and (ii) pay to each Agent any commission to which it would have been entitled had such Notes been delivered.

3.3           Purchases as Principals.  Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting as principal for its own account or for resale to investors and other purchasers.  Each sale of Notes to an Agent as principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and a supplemental agreement which will provide for the sale of such Notes to, and the purchase and re-offering of Notes by, the applicable Agent.  Any purchaser may utilize a selling or dealer group in connection with the resale of the Notes and may reallow any portion of its commission.  Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.”  Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent.  Each such Terms Agreement shall be with respect to such information as is specified in Exhibit B hereto and as agreed to in writing by the Company and the applicable Agent.  An Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement.  Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the Settlement Date.  Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.

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3.4           Free Writing Prospectuses.

(a)           Definitions.  As used in this Agreement, the term “Time of Sale” means the time the Company and the applicable Agent(s) agree to and set forth in the applicable Terms Agreement or other applicable agreement entered into between the Company and the Agent(s) purchasing Notes as principal(s) or acting as agent(s), the term “Approved Term Sheet” means a term sheet with respect to the final terms of the Notes that the Company and the Agents have agreed to, prior to the use thereof, in writing, electronically or otherwise, in the form filed or required to be filed with the Commission, as amended or supplemented prior to the Time of Sale of the applicable Notes, and the term “Approved Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (other than the Approved Term Sheet), relating to the Notes that the Company and the Agents have agreed to, prior to the use thereof, in writing, electronically or otherwise, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.  The term “Time of Sale Information” means, collectively, as of the applicable Time of Sale, any preliminary prospectus, Approved Term Sheet, Approved Issuer Free Writing Prospectus, the Prospectus relating to the Notes included in the Registration Statement and the prospectus supplement or supplements or any pricing supplement relating to the Notes, each as amended or supplemented prior to the applicable Time of Sale.  Any such Approved Term Sheet or Approved Issuer Free Writing Prospectus is hereinafter referred to as a “Permitted Free Writing Prospectus.”

(b)           No Conflict in Free Writing Prospectus.  Each Permitted Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Notes to which such Permitted Free Writing Prospectus relates or until any earlier date that the Company notified or notifies the Agents as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement relating to the Notes, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.  If at any time from the issuance of a Permitted Free Writing Prospectus to the completion of the distribution of the Notes there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, the Company will promptly notify the Agents and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate or correct such conflict.

(c)           Permitted Free Writing Prospectuses.

(i)       (A) The Company represents and warrants to, and agrees with, the applicable Agent that, unless it obtains the consent of the applicable Agent prior to the use thereof, it has not made and will not make any offer relating to Notes for which that Agent is acting as an agent or which that Agent is purchasing as a principal that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission.

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(B) Each applicable Agent, severally and not jointly, represents and warrants to, and agrees with, the Company and each other applicable Agent that, unless it obtains the consent of the Company and the other applicable Agents (if any) prior to the use thereof, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act required to be filed with the Commission, provided the prior consent of the Company and the other applicable Agents (if any) shall be deemed to have been given in respect of any Approved Term Sheet or Approved Issuer Free Writing Prospectus attached as a schedule to any applicable Terms Agreement and to communications described in Section 3.4(c)(iii).

(ii)              The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and recordkeeping.

(iii)             The Company consents to the use (including the making of statements) by the Agents of (A) information with respect to the terms of the applicable Notes in communications conveying information relating to the applicable offering of Notes to investors prior to the preparation of the Approved Term Sheet, (B) information consistent with information that would be contained in a notice under Rule 134 under the Securities Act and not inconsistent with information specifically set forth in the Time of Sale Information, in each case which would not be required to be filed by the Agents or the Company with the Commission under Rule 433(d) under the Securities Act, (C) information that describes the final terms of the Notes or their offering and that is consistent with the Approved Term Sheet of the Company and (D) information consistent with information that is in the public domain and is not inconsistent with information specifically set forth in the Time of Sale Information, which in the case of (A) through (D) above would not be required to be filed by the Agents or the Company with the Commission under Rule 433(d) under the Securities Act.

4.             Additional Agreements of the Company.

(a)           Notification of Certain Matters.  The Company will advise each Agent promptly of any proposal to amend or supplement the Time of Sale Information, the Prospectus or the Registration Statement or to register the Notes under any registration statements other than the Registration Statement referred to in Section 2(a)(i) above (other than any proposal for an amendment or supplement or additional registration statement that relates only to the offering and sale of securities other than the Notes).  The Company will also advise each Agent promptly of (i) the filing with the Commission of each amendment or supplement to the Time of Sale Information, the Prospectus or the Registration Statement and each such additional registration statement (other than any amendment, supplement or additional registration statement that relates only to the offering and sale of securities other than the Notes), (ii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or any such additional registration statement, and will use its best efforts to prevent the issuance of any such stop order and, if such a stop order is issued, to obtain its lifting as soon as possible and (iii) receipt by the Company of any notification with respect to the suspension of the

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qualification of the Notes for sale in any jurisdiction or the initiation of any proceeding for that purpose.

(b)           Amendments and Supplements of Registration Statement, Prospectus and Time of Sale Information.  If, at any time when the Prospectus or Time of Sale Information relating to the Notes (or in lieu thereof, a notice pursuant to Rule 173 under the Securities Act) is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus or Time of Sale Information as then amended or supplemented shall 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 shall be necessary at any time to amend or supplement the Registration Statement, the Prospectus or the Time of Sale Information to comply with the Securities Act, the Company shall promptly (i) notify each Agent to suspend the solicitation of offers to purchase the Notes and (ii) prepare and file with the Commission an amendment or supplement that will correct such untrue statement or omission or effect such compliance.

(c)           Earnings Statements.  The Company will file such reports pursuant to the Exchange Act and the rules and regulations thereunder, as are necessary in order to make generally available to its security holders as soon as practicable an earning statement within the meaning of Rule 158 under the Securities Act for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

(d)           Copies of Documentation.  The Company will furnish to each Agent, without charge, as many copies of each preliminary prospectus and Permitted Free Writing Prospectus as such Agent may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act.  The Company will furnish to each Agent, without charge, such number of copies of the Prospectus (as amended or supplemented) as such Agent may reasonably request.

(e)           Preparation of Term Sheets and Pricing Supplements.

(i)                Prior to the applicable Time of Sale, with respect to any Notes to be sold through or to the Agents, the Company may prepare a preliminary term sheet.  The Company will file any such preliminary term sheet as a free writing prospectus pursuant to Rule 433 under the Securities Act not later than the time specified by such Rule unless such filing is not required under Rule 433(d)(5).

(ii)               To the extent the Company and the applicable Agent(s) agree to use an Approved Term Sheet, the Company will prepare and file such Approved Term Sheet pursuant to Rule 433 under the Securities Act within the time frame set forth in such Rule.

(iii)              The Company will prepare and file with respect to any Notes to be sold to or through the Agents pursuant to this Agreement a final pricing supplement pursuant to Rule 424(b) under the Securities Act not later than may be required by such Rule, provided to the extent such final pricing supplement names one or more Agents, the Company will not file such pricing supplement without the prior approval of the Agents which consent shall not be unreasonably withheld.

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(f)            Qualification of Notes for Sale.  The Company will arrange for the qualification of the Notes for sale, if any, and the determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Notes, provided in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

(g)           Limitations on other Sales.  So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities with a maturity at the time of original issuance of 9 months to 30 years, in the same currency, and with a similar market as the Notes, except (i) pursuant to this Agreement, (ii) pursuant to any Terms Agreement or other agreement by an Agent to purchase Notes as principal, (iii) pursuant to a private placement not constituting a public offering under the Securities Act (except when the Agent is offering Notes with substantially similar terms to a substantially similar type of investor at the same time under this Agreement), (iv) pursuant to a sale directly on its own behalf to any person, (v) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium term debt securities (except when the Agent is offering Notes with substantially similar terms to a substantially similar type of investor at the same time under this Agreement), or (vi) its Medium Term Notes, Series B, due 9 months or longer from the date of issue, otherwise known as EdNotes^SM, and except that the Company can accept (but not solicit) offers to purchase Notes through other agents on substantially the same terms and conditions as would apply to the Agents pursuant to Section 7.

(h)           Expenses.  The Company will pay or cause to be paid, whether or not any sale of Notes is consummated, the following:

(i)                the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Notes under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and the Time of Sale Information, and any amendments and supplements thereto, that has been prepared by or on behalf of the Company and the mailing and delivering of copies thereof to the Agents;

(ii)               the cost of printing or reproducing this Agreement, the Prospectus, any Time of Sale Information, any Indenture, any Blue Sky and legal investment surveys and any other documents in connection with the offering, purchase, sale and delivery of the Notes;

(iii)    all fees, disbursements and expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(f) hereof and in connection with any Blue Sky and legal investment surveys;

(iv)    all fees charged by security rating services for rating the Notes;

(v)              any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Notes;

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(vi)    the cost of preparing, issuing, executing, authenticating and delivering the Notes;

(vii)   the fees and expenses of any Trustee and any transfer or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with the Indenture and the Notes;

(viii)  on a monthly basis all out-of-pocket expenses (including advertising expenses) incurred by an Agent connected with the solicitation of offers to purchase and the sale of Notes so long as such Agent has received the prior written approval of the Company for such expenses; and

(ix)    all other costs and expenses incident to the performance of the Company’s obligations hereunder (other than costs and expenses incurred by any Agent) which are not otherwise specifically provided for in this Section 4(h).

For the avoidance of doubt, the Agents will pay or cause to be paid, whether or not any sale of Notes is consummated, all costs in connection with the preparation of this Agreement, the review of the Prospectus and the Time of Sale Information, and any amendments and supplements thereto, and any sale of Notes under a Terms Agreement, including without limitation, the fees of Cadwalader, Wickersham & Taft LLP or other designated counsel for the Agents.

(i)            New Shelf Registration Statements and Certain Notices.

(i)                If the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (A) promptly notify the Agents, (B) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes, (C) use its reasonable efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (D) promptly notify the Agents of such effectiveness.  The Company will use its reasonable efforts to permit the public offering and sale of the Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible.

(ii)               In the event that, after the date hereof, the Company files any further registration statements for the purpose of registering Notes and in connection with which this Agreement is included or incorporated by reference as an exhibit, the Company shall, after such registration statement shall have become or been declared effective by the Commission and at the time and on the date as shall be mutually agreed by the Company and the Agents, deliver to each Agent and its counsel the opinions, certificates, letters and other documents required to be delivered pursuant to Sections 5(c), (d), (e) and (f), provided none of the Agents will solicit offers to purchase the Notes registered pursuant to such registration statement until such opinions, certificates, letters and other documents shall have been so delivered.

(iii)    The Company will promptly advise each applicable Agent (A) when each supplement to the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act, (B) when any amendment of the Registration Statement

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or the additional registration statement shall have been filed and become effective, (C) when any Approved Term Sheet or Approved Issuer Free Writing Prospectus shall have been filed with the Commission pursuant to Rule 433 under the Securities Act, (D) of any request by the Commission for any amendment of the Registration Statement or the additional registration statement or amendment of or supplement to the Prospectus or for any additional information, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(j)            Quarterly Deliveries of Accountants’ Letters, Opinions of Company Counsel and Company Certificates.  The Company will deliver to each Agent, either electronically or otherwise, as soon as practicable, but not later than 30 days after the Company’s filing of its quarterly reports on Form 10-Q or annual report on Form 10-K, each of the following, each of which shall be dated as of the date of the filing of the relevant report:  (i) a letter of the Company’s independent registered public accounting firm, substantially in the form of the letter referred to in Section 5(c); (ii) the written opinion or opinions of the General Counsel, Deputy General Counsel or Associate General Counsel of the Company or other counsel of the Company reasonably satisfactory to the Agents, in form satisfactory to the Agents, substantially in the form of the opinions referred to in Section 5(d) (which opinions may be in the form of a confirmation that the opinions delivered the date hereof pursuant to Section 5(d) remain in effect without modification) and (iii) a certificate of the principal financial or accounting officer of the Company substantially in the form of the certificate referred to in Section 5(f).

(k)           Delivery of Officers’ Certificate Upon Request When Registration Statement or Prospectus is Amended or Supplemented.  Each time the Registration Statement or the Prospectus is amended or supplemented, including by the filing with the Commission of any document incorporated by reference into the Prospectus, the Company, upon the written request of an Agent, shall furnish or cause to be furnished forthwith to such Agent, either electronically or otherwise, a certificate of the Company signed by the principal financial or accounting officer of the Company, provided such certificate need not be furnished with respect to an amendment or supplement (or document incorporated by reference) (i) relating to an offering of securities other than the Notes, (ii) relating to an offering of the Notes to agents other than the Agents pursuant to Section 4(g), (iii) consisting of additional exhibits to the Registration Statement filed in a current report on Form 8-K or a post-effective amendment to the Registration Statement filed pursuant to Rule 462(d) under the Securities Act, (iv) providing solely for the specification of the terms of the Notes (excluding any change in the formula by which interest rates on the Notes may be determined), or (v) occurring due to incorporation by reference of a quarterly report on Form 10-Q or annual report on Form 10-K of the Company.  Any such certificate shall be dated the date of the effectiveness of such amendment or the date of filing of such supplement (or document incorporated by reference), in form reasonably satisfactory to such Agent, to the effect that the statements contained in the certificate referred to in Section 5(f) that was last furnished to the Agents (either pursuant to Section 5(f) or pursuant to this Section 4(k)) are true and correct at the time of the effectiveness of such amendment or the filing of such supplement (or document incorporated by reference) as though made at and as of such time (except that (i) the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission shall be substituted for the corresponding date in such certificate and

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(ii) such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement (or document incorporated by reference)) or, in lieu of such certificate, a certificate substantially in the form of the certificate referred to in Section 5(f) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement (or document incorporated by reference).

(l)            Delivery of Opinion of Company Counsel Upon Request When Registration Statement or Prospectus is Amended or Supplemented.  Each time the Registration Statement or the Prospectus is amended or supplemented, including by the filing with the Commission of any document incorporated by reference into the Prospectus, the Company, upon the written request of an Agent, shall furnish or cause to be furnished forthwith to such Agent, either electronically or otherwise, the written opinion or opinions of General Counsel, Deputy General Counsel or Associate General Counsel of the Company or other counsel of the Company reasonably satisfactory to such Agent, provided such opinions need not be furnished with respect to an amendment or supplement (or document incorporated by reference) (i) relating to an offering of securities other than the Notes, (ii) relating to an offering of the Notes to agents other than the Agents pursuant to Section 4(g), (iii) consisting of additional exhibits to the Registration Statement filed in a current report on Form 8-K or a post-effective amendment to the Registration Statement filed pursuant to Rule 462(d) under the Securities Act, (iv) providing solely for the specification of the terms of the Notes (excluding any change in the formula by which interest rates on the Notes may be determined), or (v) occurring due to incorporation by reference of a quarterly report on Form 10-Q or annual report on Form 10-K of the Company.  Any such opinion shall be dated the date of the effectiveness of such amendment or the date of filing of such supplement (or document incorporated by reference), in form reasonably satisfactory to the Agents, and shall be substantially in the form of the opinions referred to in Section 5(d) of this Agreement, but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement (or document incorporated by reference).  In lieu of such opinion, counsel last furnishing such an opinion to the Agents may furnish to the Agents a letter to the effect that the Agents may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance on such last opinion (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement (or document incorporated by reference therein)).

(m)          Delivery of Accountants’ Letter, Opinion of Company Counsel and Company Certificate When Registration Statement is Amended or Supplemented in Respect of Financial Information.  Notwithstanding Sections 4(k) and (l), each time that the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Registration Statement or the Prospectus, the Company shall, unless otherwise furnished pursuant to Section 4(j), (i) cause its independent registered public accounting firm, forthwith to furnish such Agent, either electronically or otherwise, a letter, dated the date of the effectiveness of such amendment or the date of filing of such supplement, in form reasonably satisfactory to

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such Agent, substantially in the form of the letter referred to in Section 5(c) of this Agreement with such changes as may be necessary to reflect the amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter; (ii) furnish such Agent the written opinion or opinions of the General Counsel, Deputy General Counsel or Associate General Counsel of the Company or other counsel of the Company reasonably satisfactory to the Agents, in form reasonably satisfactory to the Agents, substantially in the form of the opinions referred to in Section 5(d) (which opinions may be in the form of a confirmation that the opinions delivered the date hereof pursuant to Section 5(d) remain in effect without modification) and (iii) furnish such Agent a certificate of the principal financial or accounting officer of the Company substantially in the form of the certificate referred to in Section 5(f).

(n)           Exchange Act Filings.  The Company, during the period when the Prospectus is required to be delivered under the Securities Act, will use its reasonable efforts to file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.

(o)           Filing Fees.  The Company will pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act.

(p)           Additional Securities Constituting Notes.  The Company agrees that any other security that is added to the Notes by post-effective amendment to the Registration Statement shall be duly authorized by the Company.  The Company shall provide to Agents officers’ certificates or opinions of counsel or comfort letters relating to such security as the Agents may reasonably request.

(q)           Stock Exchange Listings.  The Company, in relation to any Notes that are to be listed on any stock exchange, will use its reasonable efforts to arrange the admission to listing of such Notes on such stock exchange and to maintain such listing until the relevant Notes are no longer outstanding, provided if it should become impracticable or unduly burdensome to maintain any such listing, the Company will use its reasonable efforts to arrange and maintain such listing for the relevant Notes on such other stock exchange as it and the relevant Agent(s) may agree.

(r)            No Fiduciary Duty.  The Company acknowledges and agrees that (i) the purchase and sale of the Notes by an Agent as principal pursuant to this Agreement will be an arm’s-length commercial transaction between the Company, on the one hand, and the applicable Agent, on the other, and (ii) the Company will consult its own legal and financial advisors to the extent it deems appropriate.  In connection therewith and with the process leading to such transaction, the Company acknowledges and agrees that the applicable Agent will act solely as a principal and not as the agent or fiduciary of the Company, and the applicable Agent will not assume (i) an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or (ii) any other obligation to the Company except the obligations expressly set forth in this Agreement.  The Company covenants and agrees that it will not claim that the applicable Agent has acted in any capacity other than as an Agent purchasing as

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principal pursuant to this Agreement or owes a fiduciary or similar duty to the Company in connection with the offering contemplated hereby or the process leading thereto.  The applicable Agent acknowledges and agrees that it will disclose to the Company any conflicts of interest that would materially impact the arm’s length nature of the purchase and sale of the Notes.

5.             Conditions to Agents’ Obligations.  The obligations of any Agent, as agent of the Company, at any time to solicit offers to purchase the Notes, and the obligation of any Agent to purchase Notes as a purchaser pursuant to any Terms Agreement, will be subject to the accuracy, as of the date hereof, and, (i) as of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference into the Prospectus), (ii) as of the date any supplement to the Prospectus is filed with the Commission, (iii)  as of the Trade Date with respect to any Note or, if applicable, any Terms Agreement, (iv) as of the Time of Sale and (v) as of the Settlement Date with respect to any Note for any purchaser or for an Agent as purchaser under a Terms Agreement, of the representations and warranties on the part of the Company in this Agreement (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated in such Terms Agreement by reference), to the accuracy of the statements of Company officers made pursuant to the provisions of this Agreement, to the performance by the Company of its obligations under this Agreement and to the following additional conditions precedent to the extent applicable:

(a)           Timely Filings; No Stop Order; No Notice of Objection.  The Prospectus as amended or supplemented in relation to the Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; any Approved Term Sheet or Approved Issuer Free Writing Prospectus, as amended or supplemented prior to the Time of Sale, contemplated by this Agreement, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Securities Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or such Agent, shall be contemplated by the Commission; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received by the Company; and all requests for additional information on the part of the Commission shall have been complied with to the Agents’ reasonable satisfaction.

(b)           No Material Adverse Effect.  (i) Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus or the Time of Sale Information with respect to any Note or, if applicable, the date of any Terms Agreement, there shall not have occurred any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business, financial position, stockholders’ equity or results of operations of the Company, the effect of which is in the judgment of such Agent so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Notes from the Company or the purchase by such Agent of Notes from the Company as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus and the Time of Sale Information; and (ii) subsequent to the Trade Date with respect to any Note, there shall not have

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occurred:  (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (“Exchange”); (B) a suspension or material limitation in trading in the Company’s securities on the Exchange; (C) a general moratorium on commercial banking activities declared in the United States by Federal authorities or a general moratorium on commercial banking activities in New York declared by either Federal authorities or New York State authorities, (D) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (D) in the judgment of such Agent makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of the Notes from the Company as principal pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated in the Prospectus; and (E) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and no such organization shall have publically announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities, provided that this Section 5(b) shall not apply to any such ratings agencies which shall have notified the Company of a possible downgrading in the rating of its debt securities and of which the Company shall have given the Agents twenty-four hour advance written notice prior to the execution of a Terms Agreement.

(c)           Accountants’ Letter.  Such Agent shall have received a letter, dated as of the date hereof, and, if so provided in a Terms Agreement in connection with its purchase of Notes as a purchaser pursuant to a Terms Agreement, dated as of the Settlement Date, of the Company’s independent registered public accounting firm, confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations thereunder and in form and substance reasonably satisfactory to such Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.

(d)           Company Counsel Opinion.  Such Agent shall have received an opinion of the General Counsel, Deputy General Counsel or Associate General Counsel of the Company or other counsel of the Company reasonably satisfactory to such Agent (i) dated as of the date hereof, and (ii) if so provided in a Terms Agreement, in connection with its purchase of Notes as a purchaser pursuant to a Terms Agreement, dated as of the Settlement Date, in each case to the effect set forth on Schedule A to this Agreement.

(e)           Agents’ Counsel Opinion.  Such Agent shall have received an opinion of Cadwalader, Wickersham & Taft LLP, counsel for the Agents (i) dated as of the date hereof, and (ii) if so provided in a Terms Agreement, in connection with its purchase of Notes as a purchaser pursuant to a Terms Agreement, dated as of the Settlement Date, in each case to the effect set forth on Schedule B to this Agreement; and in each case the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

18

(ee)         Tax Opinion.  Such Agent shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, or other counsel of the Company reasonably satisfactory to such Agent (i) dated as of the date hereof, and (ii) if so provided in a Terms Agreement, in connection with its purchase of Notes as a purchaser pursuant to a Terms Agreement, dated as of the Settlement Date, in each case to the effect set forth on Schedule C to this Agreement; and in each case the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f)            Officers’ Certificate.  Such Agent shall have received (i) a certificate dated as of the date hereof, and (ii) if so provided in a Terms Agreement, in connection with its purchase of Notes as a purchaser pursuant to a Terms Agreement, a certificate dated as of the Settlement Date, of a principal financial or accounting officer of the Company in which such officer shall state, to the best of such officer’s knowledge after reasonable investigation, that:

(i)            the representations and warranties of the Company set forth in Section 2 of this Agreement are accurate at and as of the date of the certificate (other than as set forth in the applicable Terms Agreement, if any);

(ii)           the Company has performed all of its obligations under this Agreement to be performed prior to or on the date of the certificate;

(iii)          (A) the Prospectus, each Approved Issuer Free Writing Prospectus and the Time of Sale Information shall have been filed with the Commission under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act (in the case of the Approved Term Sheet and any Approved Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act); (B) no notice of objection of the Commission to use the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act shall have been received; (C) no stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus, any Time of Sale Information or any other Approved Issuer Free Writing Prospectus or suspending the qualification of the Indenture shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (D) all requests for additional information on the part of the Commission shall have been complied with to the Agent’s reasonable satisfaction; and

(iv)          since the respective dates as of which information is given in the Registration Statement and the Prospectus or the Time of Sale Information with respect to any Note or, if applicable, any Terms Agreement there shall not have occurred (A) any change in the capital stock or long-term debt of the Company or (B) any change in or affecting the general affairs, financial position or results of operations of the Company and its subsidiaries, the effect of which in the case of (A) or (B) above would reasonably be likely to have a material adverse effect on the Company and its subsidiaries taken as a whole.

(g)           Notes Denominated in Currency Other than US Dollars.  Subsequent to the Trade Date with respect to any Note or, if applicable, the date of any Terms Agreement, there shall not have occurred with respect to any Note denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Note the principal or interest of

19

which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency.

(h)           Copies.  The Company will furnish each Agent with such conformed copies of such opinions, certificates, letters and documents as it reasonably requests.

6.             Indemnification and Contribution.

(a)           The Company will indemnify and hold harmless each Agent, its directors and officers, and any person controlling such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Time of Sale Information relating to the Notes, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Agent for any legal or other expenses reasonably incurred by such Agent in connection with investigating or defending any such action or claim as such expenses are incurred, provided the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such document or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Agents expressly for use therein as set forth in the applicable Terms Agreement or in some other manner.

(b)           Each Agent, on a several and not joint basis, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any Time of Sale Information relating to the Notes, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such documents or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein as set forth in the applicable Terms Agreement or in some other manner; and will reimburse the Company for any legal or other expenses reasonably incurred by

20

the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c)           Promptly after receipt by an indemnified party under Section 6(a) or 6(b) of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include any statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.  The consent in this last sentence shall not be unreasonably withheld, conditioned or delayed and the indemnifying party agrees that the indemnified party shall in all cases be justified in withholding consent unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)           If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and each Agent, on the other, from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 6(c), then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and each Agent, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as

21

well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Notes (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent from the Company in respect thereof.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand or by any Agent, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 6(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 6(d), no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Notes purchased by or through such Agent were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The obligations of each of the Agents under this Section 6(d) to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint.

(e)           The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the Securities Act and each broker-dealer affiliate of any Underwriter; and the obligations of each Agent under this Section 6 shall be in addition to any liability which such Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

7.             Appointment of Additional Agents.  The Company, without the consent of the Agents, may appoint additional firms or corporations to become Agents hereunder (each an “Additional Agent”) within the meaning of this Agreement upon the execution by the Company and each such Additional Agent of an agreement to the effect that such Additional Agent shall have all the rights, powers, duties and obligations of an Agent hereunder.  If mutually agreed to by the Company and an Additional Agent in such agreement pursuant to this Section 7, the Company shall deliver (i) a letter addressed to such Additional Agent entitling such Additional Agent to the benefits of a prior opinion letter delivered by the Company pursuant to Section 5(d) as of the date of such prior opinion letter and (ii) a letter addressed to such Additional Agent entitling such Additional Agent to the benefits of the Company officer’s certificate delivered by the Company pursuant to Section 5(f) as of the date of such prior certificate, and the Company

22

shall cause its independent registered public accounting firm to deliver a letter addressed to such Additional Agent entitling such Additional Agent to the benefits of a prior letter caused to be delivered by such firm pursuant to Section 5(c) as of the date of such prior letter.

8.             Survival of Representations and Warranties.  The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and the Agents set forth in or made pursuant to this Agreement or any Terms Agreement, as the case may be, will remain in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Agent, the Company or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for the Notes.

9.             Termination.

(a)           This Agreement may be terminated at any time either by the Company as to any Agent or, in the case of any Agent, by such Agent upon the giving of written notice of such termination to the other parties hereto.  In the event of such termination, no party shall have any liability to the other parties hereto, except as provided herein and except that, if at the time of termination an offer to purchase any of the Notes has been accepted by the Company but the Settlement Date in respect of such Notes has not occurred, the Company’s obligations provided herein shall not be terminated in respect of such Notes.  In the case of purchases pursuant to Section 3.3, the Company’s obligations pursuant to Section 4 shall not be terminated so long as any Agent continues to hold the Note or Notes as principal for its own account or for resale to others.

(b)           For the avoidance of doubt, in the event of termination of this Agreement or any Terms Agreement with respect to any Agent, such Agent shall not receive any compensation except in connection with a purchase or solicitation by it of Notes actually consummated, provided the foregoing shall in no way limit the indemnification and contribution provisions of Section 6, or an Agent’s right to reimbursement by the Company for out-of-pocket accountable expenses actually incurred by such Agent and to which such Agent is otherwise entitled as provided herein.

(c)           If this Agreement or any Terms Agreement is terminated pursuant to Section 9 or for any other reason, (a) the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4(h) to the extent actually incurred by or committed to prior to the date of such termination, (b) the obligations of the Company pursuant to Section 4(b) shall remain in effect until the settlement of all pending deliveries of and payment for securities, and (c) the respective indemnification and contribution obligations of the Company and the Agents pursuant to Section 6 and the obligations of the Company to provide earnings statements pursuant to Section 4(c) shall remain in effect.

10.           Offering Restrictions.  If any Notes are to be offered outside the United States, the  Agents will not offer or sell any such Notes in any jurisdiction if such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such offer or sale by the Agents or for or on behalf of the Company unless such consent, approval or permission has been previously obtained.  Subject to the obligations of the

23

Company set forth in Section 4, the Company shall have no responsibility for, and the Agents will obtain, any consent, approval or permission required by the Agents for the subscription, offer, sale or delivery by the Agents of Notes, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which the Agents are subject or in or from which the Agents make any subscription, offer, sale or delivery.

11.           Notices and Deliveries.  Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  Notices to the Company shall be directed to it at 12061 Bluemont Way, Reston, VA 20190, Attention: Corporate Finance Office (facsimile no. (703)  ###-###-####) with a copy to Legal (facsimile no. (703) 984-6586) with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York  10036, Attention: Andrea L. Nicolas (facsimile no. (212) 735-2000), and notices to any Agent shall be directed to it at the address set forth on the signature pages to this Agreement with a copy to Cadwalader, Wickersham and Taft LLP, 1201 F Street, N.W., Washington, D.C. 20004, Attention:  Diana de Brito (facsimile no. (202) 862-2400).  Unless otherwise agreed between an Agent and the Company, deliveries allowed to be made electronically to an Agent pursuant to this Agreement shall be by e-mail to the e-mail address set forth on the signature pages to this Agreement, as updated from time to time by the applicable Agent.

12.           Governing Law; Counterparts.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.  This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument.

13.           Amendments.

(a)           No amendment, modification, supplement or waiver in respect of this Agreement will be effective unless done pursuant to an instrument in writing and signed by each of the parties to be bound hereby.

(b)           Notwithstanding the terms of Section 13(a), the Company and Banc of America Securities LLC, as lead Agent (the “Lead Agent”), may amend any provision of this Agreement with respect to any Agent without consent of, or notice to, any other Agent as long as such amendment does not negatively affect the rights of any other Agent under this Agreement.  Any such amendment shall be made in writing signed by the Company and the Lead Agent.  In the event of such amendment, this Agreement shall remain in full force and effect with respect to any Agent that is not a party to such amendment unless suspended or terminated with respect to such Agent pursuant to Section 9.

14.           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

15.           Headings.  The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.

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16.           Successors and Assigns.  This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the Company, and to the extent provided in Section 6 and Section 8, the officers and directors of the Company or of any Agent and any person who controls any Agent or the Company, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement.  No purchaser of a Note through or from any Agent hereunder shall be deemed a successor or assign merely by reason of such purchase.

17.           Time of the Essence.  Time shall be of the essence in this Agreement and any Terms Agreement.

Each Agent designated below is hereby appointed as an Agent on the terms and conditions set forth in this Agreement.  Upon acceptance of such appointment by signing and returning to us three counterparts hereof, this Agreement shall constitute a binding agreement between the Company and each such Agent in accordance with its terms.

[Signatures Follow]

25

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

J.P. Morgan Securities Inc.

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

Barclays Capital Inc.

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

Deutsche Bank Securities Inc.

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

Greenwich Capital Markets, Inc.

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

Credit Suisse Securities (USA) LLC

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

UBS Securities LLC

E-mail address for deliveries:  N/A

Facsimile Transmission No.:   (203) 719-0495

APPOINTMENT AND ACCEPTANCE OF AGENT

Accepted as of the date set forth on the first page of the Agreement:

RBC Capital Markets Corporation

Address:

E-mail address for deliveries:

Facsimile Transmission No.:

EXHIBIT A

SLM CORPORATION

ADMINISTRATIVE PROCEDURES

SLM Corporation (the “Company”) will offer from time to time its Medium Term Notes (the “Notes”) through and to agents of the Company (each an “Agent” and together, in such capacity, the “Agents”).  Each Agent has agreed to use its reasonable efforts to solicit offers to purchase Notes directly from the Company (an Agent, in relation to a purchase of a particular Note by a purchaser solicited by such Agent, being herein referred to as the “Selling Agent”) and may also purchase Notes from the Company as principal (an Agent, in relation to a purchase of a Note by such Agent as principal, being herein referred to as the “Purchasing Agent”).  The Notes are being sold pursuant to an Amended and Restated Distribution Agreement, dated June 11, 2008, as amended or supplemented (the “Distribution Agreement”), between the Company and the Agents, to which these Administrative Procedures are attached as Exhibit A.

The Notes will be issued pursuant to an Indenture, dated as of October 1, 2000, as amended or supplemented from time to time (the “Indenture”), between the Company and The Bank of New York, as successor to JPMorgan Chase Bank, National Association, as trustee (the “Trustee”).  Unless otherwise defined herein, terms defined in the Indenture or the Notes shall be used herein as therein defined.

In the case of purchases of Notes by any Agent as principal, the relevant terms and settlement details related thereto, including the Settlement Date referred to in the Distribution Agreement, will (unless the Company and such Agent otherwise agree) be set forth in a Terms Agreement entered into between such Agent and the Company pursuant to the Distribution Agreement.

The procedures to be followed during, and the specific terms of, the solicitation of offers by the Agents and the sale as a result thereof by the Company are explained below.  The procedures are subject, and are qualified in their entirety by reference, to all of the respective provisions of the Distribution Agreement and the Indenture.

The Company will advise each Agent in writing of those persons handling administrative responsibilities (“Designated Persons”) with whom such Agent is to communicate regarding offers to purchase Notes and the details of their delivery.

I.                                         General Procedures

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

A-10

A-11

A-12

A-13

A-14

(C)                              The Trustee will prepare a Global Note representing such Book-Entry Note in a form that has been approved by the Company.

(D)                             The Trustee will authenticate the Global Note representing such Book-Entry Note and maintain possession of such Global Note.

(E)                               DTC will credit such Book-Entry Note to the participant account of the Trustee maintained by DTC.

(F)                               The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to the Trustee’s participant account and credit such Book-Entry Note to the participant account of the Agent maintained by DTC and (ii) debit the settlement account of the Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Book-Entry Note less the Agent’s commission.  The entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (a) the Global Note representing such Book-Entry Note has been issued and authenticated and (b) the Trustee is holding such Global Note pursuant to the Certificate Agreement.

A-15

(G)                              The Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to the Agent’s participant account and credit such Book-Entry Note to the participant accounts of the Participants to whom such Book-Entry Note is to be credited maintained by DTC and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Agent maintained by DTC, in an amount equal to the initial public offering price of the Book-Entry Note so credited to their accounts.

(H)                             Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures F and G will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.

(I)                                  The Trustee will credit to an account of the Company maintained at funds available for immediate use in an amount equal to the amount credited to the Trustee’s DTC settlement account in accordance with Settlement Procedure F.

(J)                                 The Agent will confirm the purchase of each Book-Entry Note to the purchaser thereof either by transmitting to the Participant to whose account such Note has been credited a confirmation order through DTC’s Participant Terminal System or by mailing a written confirmation to such purchaser.  In all cases the Prospectus as most recently amended or supplemented (including the applicable Pricing Supplement) must accompany or precede such confirmation.

Settlement Procedure H is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.

If Settlement of a Book-Entry Note is rescheduled or cancelled, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.

A-16

A-17

A-18

A-19

A-20

A-21

EXHIBIT B

SLM Corporation

Medium Term Notes, Series A
Due 9 Months or Longer From Date of Issue

$[  ] of its [  ] Notes
Due [  ], 20[  ]

TERMS AGREEMENT

, 20  

Ladies and Gentlemen:

SLM Corporation (the “Company”) proposes, subject to the terms and conditions stated herein and in the Amended and Restated Distribution Agreement, dated as of June 11, 2008, as amended or supplemented (the “Distribution Agreement”), between the Company, on the one hand and you and the other agents named therein (collectively, the “Agents”), on the other, to issue and sell to you $[  ] of its [  ] Notes, Series A, Due       , 20       (the “Purchased Notes”), as more fully described in the term sheet attached as Appendix A hereto (the “Term Sheet”).  Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Notes is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein, provided for purposes of this Terms Agreement all references in the Distribution Agreement to the “Agents” shall be deemed to refer to you alone.  Nothing contained herein or in the Distribution Agreement shall make you an agent of the Company or make you subject to the provisions in the Distribution Agreement relating to the solicitation of offers to purchase securities from the Company, solely by virtue of your execution of this Terms Agreement.  Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 2 of the Distribution Agreement which makes reference to the Prospectus (as defined therein) shall be deemed to be a representation and warranty as of the date of this Terms Agreement in relation to the prospectus, dated       , 20     and the prospectus supplement, dated         , 20      , as amended and supplemented in relation to the Purchased Notes.  Unless otherwise defined herein, terms defined in the Distribution Agreement are used herein as therein defined.

The Company undertakes (i) to furnish to you the Term Sheet, in the form attached hereto, prior to the Time of Sale, such that you can convey the final terms of the

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Purchased Notes to the purchasers thereof prior to the Time of Sale, (ii) to file such Term Sheet with the Commission in accordance with Rule 433 under the Securities Act promulgated by the Commission, and (iii) to prepare, with respect to the Purchased Notes, a final pricing supplement containing the final terms of the Purchased Notes and to timely file the pricing supplement pursuant to the requirements of Rule 424(b) of the Securities Act.  As used in this Terms Agreement, “Time of Sale” means the time the Company and you agree to be [—] [a.m.] [p.m.] New York City time on the date of this Terms Agreement.

[It shall be a condition precedent to the obligation of the Company to issue the Purchased Notes that a swap transaction between [  ] (the “Swap Counterparty”) and the Company in relation to the Purchased Notes (the “Swap Transaction”) be executed at or prior to the issuance of the Purchased Notes.  If either (1) the documentation for the Swap Transaction is not executed by the Swap Counterparty on or before the Settlement Date or (2) the Up-front Payment (as defined in the documentation for the Swap Transaction) is not received by the Company in immediately available funds on or before the Settlement Date, then the Company’s obligations hereunder and under the terms of the Purchased Notes may be terminated without liability or cost to the Company.]

[It shall be a condition precedent to your obligation to purchase the Purchased Notes that the Company delivers or causes to be delivered to you the certificates, documents and opinions meeting the requirements of Sections [  ] of the Distribution Agreement, each dated as of the Settlement Date.]

Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to you and you agree to purchase from the Company the Purchased Notes on the closing date and at a purchase price equal to the net proceeds set forth in the Terms Agreement. You have requested, and the Company has agreed, to settle the Purchased Notes on         , 20      .

If the foregoing is in accordance with your understanding, please sign and return to us three (3) counterparts hereof.

[Remainder of this page intentionally left blank.]

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Upon acceptance hereof by you, this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company.

SLM CORPORATION

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Schedule A

[FORM OF OPINION]

[DATE]

To the Agents listed on Schedule I hereto

Re:  SLM Corporation -  Medium Term Notes, Series A, Due 9 Months or Longer From the Date of Issue

Ladies and Gentlemen:

I am Vice President and Deputy General Counsel of SLM Corporation, a corporation organized and existing under the laws of the State of Delaware  (the “Company”), and, in such capacity, have acted as counsel to the Company in connection with (a) the Amended and Restated Distribution Agreement, dated as of June 11, 2008 (the “Distribution Agreement”), among the agents thereto (the “Agents”) and the Company relating to the sale, from time to time, by the Company of its Medium Term Notes, Series A, Due 9 Months or Longer From the Date of Issue (the “Notes”) pursuant to (i) the Prospectus Supplement, dated June 11, 2008 (the “Prospectus Supplement”), to the Company’s Prospectus, dated December 21, 2005 (the “Base Prospectus” and together with the Prospectus Supplement, the “Program Prospectus”), (ii) the Company’s Pricing Supplement, dated         , 20     (the “Pricing Supplement” and together with the Program Prospectus, the “Prospectus”) and (iii) the Time of Sale Information (as defined below) to be issued pursuant to the Indenture, dated as of October 1, 2000 (the “Indenture”), as amended or supplemented, between the Company and The Bank of New York, as successor to JPMorgan Chase Bank, as trustee (the “Trustee”) and (b) the Terms Agreement, dated               , 20     (the “Terms Agreement”), between you and the Company relating to the sale by the Company to you of an aggregate of $                     of its                                                                (the “Purchased Notes”).

This opinion letter is delivered to you pursuant to the Terms Agreement.  Each term not otherwise defined herein shall have the meaning as defined in the Terms Agreement.

In rendering the opinions set forth below, I have examined, or have caused another attorney in the General Counsel’s office working under my supervision to examine, originals, copies or specimens, certified or otherwise identified to my satisfaction of the Transaction Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents as I have deemed appropriate as a basis for the opinions expressed below.  In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents, agreements and instruments submitted to me as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to me as copies or specimens, the authenticity of the originals of such documents, agreements and instruments submitted to me as copies or specimens, and the

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accuracy of the matters set forth in the documents, agreements and instruments I reviewed. I have relied as to factual matters upon statements and representations of officers and other representatives of the Company and of public officials.

In particular, I have examined:

a.               the registration statement on Form S-3 (File No. 333-130584) filed with the Securities and Exchange Commission (the “Commission”) on [December 21, 2005;]

b.              the Base Prospectus;

c.               the Prospectus Supplement;

d.              the Approved Issuer Free-Writing Prospectus and the Approved Term Sheet (together with the Program Prospectus, the “Time of Sale Information”);

e.               the Pricing Supplement;

f.                 the Distribution Agreement;

g.              the Terms Agreement;

h.              the Indenture;

i.                  an executed copy of the Master Note representing the Notes; and

j.                  the executed certificate of officers of the Company pursuant to Sections 2.02(a) and 2.02(c) of the Indenture evidencing the terms of the Purchased Notes.

Items e. to i. above are referred to in this letter as the “Transaction Documents.”  I have also assumed (other than with respect to the Company) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments are valid, binding and enforceable obligations of such parties.  All references to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Program Prospectus and the Prospectus shall be deemed to include all documents incorporated by reference therein.  As used herein, “to my knowledge”, “known to me” or words of similar import mean the actual knowledge, without independent investigation, of any lawyer in my legal department actively involved in debt issuances and filings with the Commission.

I am admitted to the bar in the State of Maryland, and I do not express any opinion as to the laws of any other jurisdiction, except to the extent expressly referred to in this opinion letter, the federal laws of the United States of America and with respect to the opinions referred to in paragraphs (i), (ii), (iii), (iv), and (vi) below, the General Corporation Law of the State of Delaware. For purposes of this opinion, with your permission, I have assumed that the laws of

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the State of New York are not materially different than the laws of the State of Maryland with respect to the matters herein.  For purposes of the opinion referred to in paragraph (xii) regarding U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes, I have relied upon the opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated as of the date hereof.  In addition, while I am not licensed to practice law in the State of Delaware, I (or other lawyers acting under my direction) have reviewed applicable provisions of the Delaware General Corporation Law as I have deemed appropriate in connection with the opinions expressed herein.  With respect to paragraph (ix) below, I express no opinion as to the requirements of the federal or state securities laws except that (i) the Registration Statement has been declared effective by the Commission under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), (iii) the Approved Issuer Free-Writing Prospectus and the Approved Term Sheet have been filed with the Commission or retained by the Company in accordance with Rule 433 under the Securities Act and (iv) the Program Prospectus and the Pricing Supplement have been filed with the Commission pursuant to Rule 424(b) under the Securities Act.

Based upon and subject to the foregoing, I am of the opinion that:

(i)            The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with all requisite power and authority to own its properties and conduct its business as described in the Prospectus and the Time of Sale Information;

(ii)           The Company has an authorized capitalization as set forth in the Prospectus and the Time of Sale Information, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(iii)          The Distribution Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Terms Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(iv)          The Purchased Notes have been duly authorized, executed and delivered by the Company and assuming due authentication by the Trustee, in the manner contemplated by the Indenture will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(v)           The Purchased Notes conform in all material respects to the descriptions thereof in the Prospectus and the Time of Sale Information;

(vi)          The Indenture has been duly authorized, executed and delivered on the part of the Company and constitutes a valid and legally binding instrument, enforceable

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in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(vii)         Based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act and the Indenture conforms to the description thereof in the Prospectus and the Time of Sale Information;

(viii)        The issue and sale of the Purchased Notes and the compliance by the Company with all of the provisions of the Purchased Notes, the Indenture, the Terms Agreement and the Distribution Agreement and the consummation of the transactions therein contemplated will not (a) conflict with or result in any breach that would constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of, any indenture, loan agreement or other material agreement or instrument known to me to which the Company is a party or by which the Company may be bound or to which any property or assets of the Company, is subject, (b) result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or (c) to the best of my knowledge, result in any violation of any statute or any order, rule or regulation applicable to the Company of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Company and any of its properties;

(ix)           To the best of my knowledge, no consent, approval, authorization, order, registration or qualification of or filing with any court or governmental agency or body is required for the solicitation of offers to purchase the Purchased Notes or the issue and sale of the Purchased Notes except as have been obtained or made under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Purchased Notes, as the case may be, in each case in the manner contemplated by the Terms Agreement and the Distribution Agreement;

(x)            To the best of my knowledge and other than as set forth in the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(xi)           The Company is not in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

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(xii)  The statements set forth in the Time of Sale Information and the Prospectus under the caption “Description of Debt Securities” and “Description of the Notes We May Offer,” insofar as they purport to constitute a summary of the terms of the Notes and under the captions “Plan of Distribution” and “Supplemental Plan of Distribution” as they relate to the Notes and insofar as they purport to describe the provisions of the laws and documents referred to therein, constitute a fair and accurate summary of such laws and documents, and the statements under the caption “United States Federal Taxation”, insofar as they purport to describe the provisions of the laws referred to therein, constitute a fair and accurate summary of the principal U.S. federal income tax consequences of the purchase, ownership and disposition of the Purchased Notes, and the statements covering the same items in the Pricing Supplement are accurate and complete;

(xiii)  The Company is not and, after giving effect to the offering and sale of the Purchased Notes, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

(xiv) The documents incorporated by reference in the Time of Sale Information and the Prospectus inasmuch as those documents relate to the Purchased Notes (other than the financial statements and related schedules therein, as to which I need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and I have no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(xv)  The Registration Statement and the Prospectus in as much as those documents relate to the Purchased Notes (other than the financial statements and related schedules therein, as to which I need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations thereunder; although I do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Time of Sale Information, except for those referred to in the opinion in items (v), (vii) and (xii) above, I have no reason to believe that (1) as of its applicable effective date, the Registration Statement (other than the financial statements and related schedules therein, as to which I express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) as of the date of the most recent Prospectus Supplement and as of the date of this opinion letter, the Prospectus (other than the financial statements and related schedules therein, as to which I express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or (3) as of the Time of Sale (as defined in the Terms Agreement), the Time of Sale Information (other than the financial statements and related schedules therein, as to which I express no opinion) contained an untrue statement of a

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material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and I do not know of any amendment to the Registration Statement required to be filed or which has not been filed as required; and

(xvi) To my knowledge, there is no contract or other document to which the Company is a party required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Prospectus which has not been so filed, incorporated by reference or described as required.

                I am furnishing this opinion letter to you solely for your benefit in connection with the transactions referred to herein.  This opinion letter is not to be relied upon, used, circulated, quoted or otherwise referred to by any other person or entity or for any other purpose without my prior written consent.  In addition, I disclaim any obligation to update this opinion letter for changes in fact or law, or otherwise.

Very truly yours,

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SCHEDULE I

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Schedule B

(A)                              The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, with corporate power to own, lease and operate its properties and conduct its business as described in [if opinion given on the date of this Agreement, then insert “the Prospectus”] [if opinion required by Terms Agreement, then insert “the Prospectus and the Time of Sale Information”].

(B)                                The Company has the authorized capital stock as set forth in the [if opinion given on the date of this Agreement, then insert “the Prospectus”] [if opinion required by Terms Agreement, then insert “the Prospectus and the Time of Sale Information”].

(C)                                [If opinion given on the date of this Agreement, then insert “The Distribution Agreement has”]  [If opinion required by Terms Agreement, then insert “The Distribution Agreement and the Terms Agreement have”] been duly authorized, executed and delivered by the Company.

(D)                               The Notes, when executed, authenticated and delivered in the manner contemplated in the Indenture and paid for by the Agents pursuant to the Distribution Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and will be validly issued and outstanding and entitled to the benefits provided by the Indenture.

(E)                                 The Indenture has been duly authorized, executed and delivered by the Company.  To our knowledge, based upon telephonic confirmation from the Commission, the Indenture has been qualified under the Trust Indenture Act, and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(F)                                 The statements contained in [if opinion given on the date of this Agreement, then insert “the Prospectus”] [if opinion required by Terms Agreement, then insert “the Prospectus and the Time of Sale Information”] under the headings “Description of Debt Securities” and “Description of the Notes We May Offer”, [if opinion required by Terms Agreement, then insert “and the statements covering the same items in any pricing supplement”] to the extent such statements summarize material terms of the Notes, are correct in all material respects.

(G)                                Reserved.

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(H)                               The Registration Statement, as of its effective date, and the Prospectus, as of its date (in each case with the exception of any information incorporated by reference therein and any numerical, financial, statistical and quantitative data included or incorporated by reference therein, as to which we express no view), appeared on their respective faces to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations thereunder applicable to such documents as of the relevant date.

(I)                                    [If opinion given on the date of this Agreement, then insert the following paragraphs]

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement and Prospectus, and have not made any independent check or verification thereof (other than as set forth in paragraphs [F] of this letter).  However, in connection with our representation of you, we participated in conferences and telephone conversations with representatives of the Company, representatives of the Agents and representatives of the Company’s independent public accountants at which the contents of the Registration Statement and the Prospectus and related matters were discussed, including consideration of judgments expressed by those parties as to the relevance of certain facts to prospective investors, and we received information for, or comments on, the  Registration Statement and the Prospectus from those parties.

We hereby advise you that, in the course of the representation referred to above and our examination of the documents referred to above, considered in light of our understanding of applicable law (including the requirements of Form S-3ASR and the character of the prospectus contemplated thereby) and the experience we have gained through our practice, no facts came to our attention that cause us to believe that the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Base Prospectus, as supplemented by the Prospectus Supplement, as of the date hereof, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of any financial, numerical, statistical or computational information included or incorporated by reference in or omitted from the Registration Statement or the Prospectus.

(J)                                   [If opinion required by Terms Agreement, then insert the following paragraphs]

We assume, for purposes of this letter, the conformity of the text of each document included as part of the Time of Sale Information filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us.  This letter is also limited to the actual knowledge, without independent investigation, of any lawyer in our firm who performs substantive legal services in respect of the Company.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement, the Prospectus and the Time of Sale Information or any of the

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final transaction terms and have not made any independent check or verification thereof (other than as set forth in paragraphs [F] of this letter).  In connection with our representation of you in connection with the Registration Statement, the Prospectus and the Time of Sale Information, we participated in conferences and telephone conversations with representatives of the Company, the Agents (including those deemed an “Agent” for purposes of the Purchased Notes), and the Company’s independent public accountants at which the contents of the Registration Statement, the Prospectus and the Time of Sale Information and related matters were discussed, including consideration of judgments expressed by such parties as to the relevance of certain facts to prospective investors, and we received information for, or comments on, the Registration Statement, the Prospectus and the Time of Sale Information from those parties.

We hereby advise you that, in the course of the representation referred to above and our examination of the Registration Statement, the Prospectus and the Time of Sale Information, considered in light of our understanding of applicable law (including the requirements of Form S-3ASR and the character of the prospectus contemplated thereby) and the experience we have gained through our practice, no facts came to our attention that cause us to believe that (i) the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Base Prospectus, as supplemented by the Prospectus Supplement, as of the date of the most recent Prospectus Supplement, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) as of the Time of Sale, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that we express no view as to the adequacy or accuracy of the financial, numerical, statistical or computational information included or incorporated by reference in or omitted from the Registration Statement, the Prospectus or the Time of Sale Information.

[Capitalized terms will be as defined in the opinion]

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Schedule C

[To be provided by SASMF]

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