Distribution Agreement – Medium-Term Notes – Colgate-Palmolive Co.

COLGATE-PALMOLIVE COMPANY

Medium-Term Notes, Series G

Due One Year or More from Date of Issue

DISTRIBUTION AGREEMENT

July 29, 2010

BANC OF AMERICA SECURITIES LLC

One Bryant Park

New York, New York 10036

CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street, 34th Floor

New York, New York 10013

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

GOLDMAN, SACHS & CO.

200 West Street

New York, New York 10282

J.P. MORGAN SECURITIES INC.

383 Madison Avenue

New York, New York 10179

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

One Bryant Park

New York, New York 10036

MORGAN STANLEY & CO. INCORPORATED

1585 Broadway

New York, New York 10036

Dear Sirs:

Colgate-Palmolive Company, a Delaware corporation (the “Company”), confirms
its agreement with Banc of America Securities LLC (“BAS”), Citigroup Global
Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank”),
Goldman, Sachs & Co. (“Goldman Sachs”), J.P. Morgan Securities Inc. (“J.P.
Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley” and,
together with BAS, Citigroup, Deutsche Bank, Goldman Sachs, J.P. Morgan and
Merrill Lynch, the “Agents”) with respect to the issue and sale by the Company
of its Medium-Term Notes, Series G, described herein (the “Notes”). The Notes
are to be issued pursuant to an indenture (as the same may be amended or
restated from time to time, the “Indenture”) dated as of November 15, 1992
between the Company and The Bank of New York Mellon (formerly known as The Bank
of New York). The Bank of New York Mellon will act as trustee with respect to
the Notes (the “Trustee”).

Notes may be sold by the Company directly or to or through the Agents
pursuant to the terms of this Agreement or to or through such other agent or
agents as may be designated by the Company from time to time pursuant to the
terms of any such other agreement containing substantially the same terms as
this Agreement. The Company may from time to time, pursuant to an Officer153s
Certificate delivered to the Trustee pursuant to Section 301 of the Indenture
(with an original copy thereof delivered to the Agents), reduce the authorized
aggregate principal amount of the Notes (but not below the aggregate principal
amount of Notes previously issued under the Indenture) or authorize the issuance
of additional Notes, and such additional Notes may be distributed directly by
the Company or to or through any agents designated by the Company, including the
Agents pursuant to the terms of this Agreement, all as though the issuance of
such Notes were authorized as of the date hereof.

This Agreement provides both for the sale of Notes by the Company to one or
more Agents as principal for resale to investors and other purchasers and for
the sale of Notes by the Company directly to investors (as may from time to time
be agreed to by the Company and the applicable Agent or Agents), in which case
the applicable Agent or Agents will act as agent of the Company in soliciting
offers for the purchase of Notes.

The Company has filed with the Securities and Exchange Commission (the
“Commission”) an “automatic shelf registration statement,” as defined under Rule
405 of the rules and regulations of the Commission under the Securities Act of
1933, as amended (the “1933 Act Regulations”) on Form S-3 (File No. 333-154923)
for the registration of debt securities, including the Notes, under the
Securities Act of 1933, as amended (the “1933 Act”), and the offering thereof
from time to time in accordance with Rule 415 of the 1933 Act Regulations. As of
any time, the various parts of such registration statement and any
post-effective amendment thereto, including all exhibits thereto, any
information in a form of prospectus, prospectus supplement and/or pricing
supplement that is deemed or retroactively deemed to be a part of such
registration statement, as amended, pursuant to Rule 430B of the 1933 Act
Regulations (which information shall be considered to be included in such
registration statement, as amended, as of the time specified in Rule 430B) that
has not been superseded or modified and the documents incorporated by reference
therein at the time such part of such registration statement became effective,
but excluding Form T-1, each as amended at the time such part of such
registration statement became effective, is hereinafter collectively called the
“Registration Statement.” “Registration Statement” without reference to a time
means such registration statement, as amended, as of the time of the first
contract of sale for the Notes of a particular tranche, which time shall be
considered the “new effective date” of such registration statement, as amended,
with respect to such Notes (within the meaning of Rule 430B(f)(2) of the 1933
Act Regulations).

The term “Base Prospectus” shall mean the base prospectus relating to the
various debt securities of the Company, including the Notes, included in the
Registration Statement, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement.

The term “Prospectus” shall mean the Base Prospectus together with the
prospectus supplement relating to the Notes in the form most recently filed with
the Commission pursuant to Rule 424(b) of the 1933 Act Regulations prior to the
date of this Agreement

The term “Statutory Prospectus” shall mean, collectively, (i) the Prospectus
and (ii) any preliminary pricing supplement used in connection with the Notes of
a particular tranche, as filed by the Company with the Commission pursuant to
Rule 424(b).

A “preliminary prospectus” shall be deemed to refer to any prospectus used
before any acceptance by the Company of an offer for the purchase of Notes which
omitted information to be included upon pricing in a form of prospectus filed
with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations.

“Applicable Time” means, with respect to Notes of particular tranche, the
time agreed to by the Company and the applicable Agent(s) as the time of the
pricing of the Notes of that tranche, which, unless otherwise agreed, shall be
the time immediately after the Company and the Agent agree on the pricing terms
of such Notes.

All references to the “Registration Statement”, the “Prospectus,” the
“Statutory Prospectus,” any “preliminary prospectus” or any Pricing Supplement
(as defined below under Section 3(c)) shall also be deemed to include all
documents incorporated therein by reference pursuant to the Securities Exchange
Act of 1934, as amended (the “1934 Act”), prior to any acceptance by the Company
of an offer for the purchase of Notes. For purposes of this Agreement, all
references to the Registration Statement, Prospectus, the Statutory Prospectus,
any preliminary prospectus, any Pricing Supplement or to any amendment or
supplement thereto shall be deemed to include any copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any
successor system (“EDGAR”).

All references in this Agreement to financial statements and schedules and
other information which is “disclosed,” “contained,” “included” or “stated” (or
other references of like import) in the Registration Statement, the Prospectus,
the Statutory Prospectus, any preliminary prospectus or any Pricing Supplement
shall be deemed to include all financial statements and schedules and other
information which is incorporated by reference in the Registration Statement,
the Prospectus, the Statutory Prospectus, any preliminary prospectus or any
Pricing Supplement, as the case may be; and all references in this agreement to
amendments or supplements to the Registration Statement, the Prospectus, the
Statutory Prospectus, any preliminary prospectus or any Pricing Supplement shall
be deemed to include the filing of any document under the 1934 Act which is
incorporated by reference in the Registration Statement, the Prospectus, the
Statutory Prospectus, any preliminary prospectus or any Pricing Supplement, as
the case may be.

SECTION 1.

Appointment as Agents.

(a) Appointment. Subject to the terms and conditions stated herein and
subject to the reservation by the Company of the right to sell Notes directly on
its own behalf or through such additional agents as it may appoint pursuant to
Section 18 hereof, the Company hereby agrees that Notes will be sold exclusively
to or through the Agents.

(b) Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the principal amount
of Notes registered pursuant to the Registration Statement. The Agents will have
no responsibility for maintaining records with respect to the aggregate initial
offering price of Notes sold, or of otherwise monitoring the availability of
Notes for sale under the Registration Statement.

(c) Purchases as Principal. The Agents shall not have any obligation
to purchase Notes from the Company as principal. However, absent an agreement
between an Agent and the Company that such Agent shall be acting solely as an
agent for the Company, such Agent shall be deemed to be acting as principal in
connection with any offering of Notes by the Company through such Agent.
Accordingly, the Agents, individually or in a syndicate, may agree from time to
time to purchase Notes from the Company as principal for resale to investors and
other purchasers determined by such Agents. Any purchase of Notes from the
Company by an Agent as principal shall be made in accordance with Section 3(a)
hereof.

(d) Solicitations as Agent. If agreed upon between an Agent and the
Company, such Agent, acting solely as an agent for the Company and not as
principal, will use its reasonable efforts to solicit purchases of Notes. Such
Agent will communicate to the Company, orally or in writing, each offer for the
purchase of Notes solicited by such Agent on an agency basis other than those
offers rejected by such Agent. Such Agent shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes, in
whole or in part, and any such rejection shall not be deemed a breach of its
agreement contained herein. The Company may accept or reject any proposed
purchase of Notes, in whole or in part. Such Agent shall make reasonable efforts
to assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by such Agent on an agency basis and accepted
by the Company. Such Agent shall not have any liability to the Company in the
event that any such purchase is not consummated for any reason.

(e) Reliance. The Company and the Agents agree that any Notes
purchased by the Agents shall be purchased, and any Notes the placement of which
the Agents arrange shall be placed, by the Agents in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.

SECTION 2.

Representations and Warranties.

(a) The Company represents and warrants to each Agent as of the date hereof,
as of the date of each acceptance by the Company of an offer for the purchase of
Notes (whether to one or more Agents as principal or through the Agents as
agents), as of the Applicable Time, as of the date of each delivery of Notes
(whether to one or more Agents as principal or through the Agents as agents)
(the date of each such delivery to one or more Agents as principal being
hereafter referred to as a “Settlement Date”), and as of any time that the
Registration Statement or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for the establishment of or
a change in the interest rates, maturity or price of Notes or similar changes),
or there is filed with the Commission any document incorporated by reference
into the Prospectus (other than any Current Report on Form 8-K relating
exclusively to the issuance of debt securities under the Registration Statement
other than the Notes) (each of the times referenced above being referred to
herein as a “Representation Date”) as follows:

(i) Registration Statement. The Registration Statement has been filed
with the Commission not earlier than three years prior to the date hereof; such
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered to, or to be delivered to, the Agents (excluding
exhibits thereto but including all documents incorporated by reference in the
Prospectus (except for statements in such documents which are deemed under Rule
412 of the 1933 Act Regulations not to be incorporated by reference in the
Prospectus)), became effective on filing pursuant to Rule 462(e) of the 1933 Act
Regulations; and no stop order suspending the effectiveness of the Registration
Statement, any post-effective amendment thereto or any part thereof has been
issued and no proceeding for that purpose has been initiated or, to the best of
the knowledge of the Company, threatened 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) of the 1933 Act
Regulations has been received by the Company.

(ii) Prospectus. No order preventing or suspending the use of the
Prospectus has been issued by the Commission, and the Prospectus, at the time of
filing thereof, conformed in all material respects to the requirements of the
1933 Act and the 1933 Act Regulations, and did not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements in or
omissions from the Prospectus made in reliance upon and in conformity with
written information furnished to the Company by any Agent specifically for use
therein; and each preliminary prospectus and the Prospectus delivered to the
applicable Agent(s) for use in connection with the offering of Notes are
identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
The Company has filed the Prospectus pursuant to and in accordance with Rule
424(b) of the 1933 Act Regulations within the prescribed time period.

(iii) Disclosure Package. As of the Applicable Time, the Statutory
Prospectus, the final term sheet relating to the Notes of a particular tranche
constituting an Issuer Free Writing Prospectus (as defined below) and any
Permitted Free Writing Prospectus (as defined below under Section 4(p) hereof),
when considered together (collectively, the “Disclosure Package”), will not
include any untrue statement of a material fact or omit 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. The preceding sentence
shall not apply to statements in or omissions from the Disclosure Package in
reliance upon and in conformity with written information furnished to the
Company by any Agent specifically for use therein.

(iv) Issuer Free Writing Prospectus. Each “Issuer Free Writing
Prospectus,” as defined in Rule 433 of the 1933 Act Regulations, relating to the
Notes of a particular tranche in the form filed or required to be filed by the
Company with the Commission or, if not required to be filed, in the form
retained in the Company153s records pursuant to Rule 433(g) (an “Issuer 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 of the particular
tranche (which completion the lead Agent(s) shall promptly communicate to the
Company) or until any earlier date that the Company notified or notifies the
applicable Agent(s) as described in Section 4(q) hereof, did not, does not and
will not include any information that conflicted, conflicts or will conflict
(within the meaning of Rule 433(c)) with the information then contained in the
Registration Statement, the Statutory Prospectus or the Prospectus; and each
such Issuer Free Writing Prospectus, as supplemented by and taken together with
the Disclosure Package as of the Applicable Time, did not, does not and will not
include any untrue statement of a material fact or omit 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. The preceding sentence
shall not apply to statements in or omissions from any Issuer Free Writing
Prospectus in reliance upon and in conformity with written information furnished
to the Company by any Agent specifically for use therein.

(v) Well-Known Seasoned Issuer; Ineligible Issuer; Automatic Shelf.
(i) (A) At the time of filing the Registration Statement, (B) at the time of the
most recent amendment thereto for the purposes of complying with Section
10(a)(3) of the 1933 Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1933
Act or form of prospectus), (C) at the time the Company or any person acting on
its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933
Act Regulations) made any offer relating to the Notes in reliance on the
exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof,
the Company was and is a “well-known seasoned issuer,” as defined in Rule 405 of
the 1933 Act Regulations (“Rule 405“), including not having been and not
being an “ineligible issuer” as defined in Rule 405; and the Registration
Statement is an “automatic shelf registration statement,” as defined in Rule
405.

(ii) At the time of filing the Registration Statement, at the earliest time
thereafter that the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act
Regulations) of the Notes and at the date hereof, the Company was not and is not
an “ineligible issuer,” as defined in Rule 405.

(vi) Incorporated Documents. The documents incorporated by reference
in the Registration Statement, the Prospectus or the Disclosure Package, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents 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; and any further
documents so filed and incorporated by reference in the Registration Statement,
the Prospectus or the Disclosure Package or any further amendment or supplement
thereto, when such documents become effective or are filed with the Commission,
as the case may be, will conform in all material respects to the requirements of
the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

(vii) Compliance. The Registration Statement, the Prospectus and the
Disclosure Package conform, and any amendments or supplements to the
Registration Statement, the Prospectus and the Disclosure Package will conform,
in all material respects to the requirements of the 1933 Act, the Trust
Indenture Act of 1939, as amended (the “1939 Act”) and the rules and regulations
of the Commission thereunder, and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment thereto and as
of the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The preceding sentence shall not apply to
statements in or omissions from the Registration Statement, the Prospectus and
the Disclosure Package made in reliance upon and in conformity with written
information furnished to the Company by any Agent specifically for use therein.

(viii) No Material Changes. Since the respective dates as of which
information is given in the Registration Statement, the Prospectus and the
Disclosure Package, there has not been any material change in the capital stock
or long-term debt of the Company or any of its Significant Subsidiaries (as
defined in Rule 405 under the 1933 Act) (other than changes arising from funding
activities which have not resulted in any material change in the Company153s
ownership of such Significant Subsidiaries or in the long term debt of the
Company and its subsidiaries taken as a whole) or any material adverse change,
or any development involving a prospective material adverse change, in or
affecting the general affairs, consolidated financial position or consolidated
results of operations of the Company, otherwise than as set forth or
contemplated in the Prospectus and the Disclosure Package.

(ix) Due Incorporation, Good Standing and Due Qualification of the Company
and Significant Subsidiaries; Authorization of Agreements. The Company (A)
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as described in the
Prospectus and the Disclosure Package, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Company and its subsidiaries taken as a whole; and each Significant Subsidiary
of the Company has been duly incorporated and is validly existing as a
corporation and is in good standing under the laws of its jurisdiction of
incorporation, (B) has or, in the case of the Indenture, had the requisite
corporate power and authority to execute and deliver this Agreement, any Terms
Agreement, the Indenture and the Notes and has the requisite corporate power and
authority to perform its obligations hereunder and thereunder, and (C) has duly
authorized, executed and delivered this Agreement and at the time of the
execution of any Terms Agreement will have duly authorized, executed and
delivered such Terms Agreement and this Agreement constitutes and any such Terms
Agreement will constitute the valid and binding agreement of the Company.

(x) Validity of Notes. When the Notes are issued and delivered
pursuant to this Agreement, such Notes will have been duly authorized, executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture; and the Indenture has been duly authorized by the Company and is duly
qualified under the 1939 Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors153 rights and to general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and except further as enforcement thereof may be limited by requirements
that a claim with respect to any debt securities issued under the Indenture that
are payable in a foreign or composite currency (or a foreign or composite
currency judgment in respect of such claim) be converted into U.S. dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
by governmental authority to limit, delay or prohibit the making of payments
outside the United States of America (“United States”); and the Notes and the
Indenture will conform in all material respects to the descriptions thereof in
the Prospectus and the Disclosure Package.

(xi) Non-Contravention. The issue and sale of the Notes by the Company
and the compliance by the Company with all of the provisions of this Agreement,
any Terms Agreement and the Indenture and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, which
conflict, breach or default would have a material adverse effect on the
consolidated financial position or consolidated results of operations of the
Company, nor will such action result in (A) any violation of the provisions of
the Certificate of Incorporation or By-laws of the Company or any of its
subsidiaries or (B) any violation of the provisions of any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties, which violation in each case would have a material adverse effect on
the consolidated financial position or consolidated results of operations of the
Company; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Notes or the consummation by the Company
of the transactions contemplated by this Agreement, any Terms Agreement or the
Indenture, except such consents, approvals, authorizations, registrations or
qualifications as may be required under the 1933 Act and the 1939 Act or under
state or foreign securities or Blue Sky laws.

(xii) Absence of Proceedings. Other than as set forth or contemplated
in the Prospectus and the Disclosure Package, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party
or of which any property of the Company or any of its subsidiaries is the
subject, which are probable to result in an adverse determination and which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position or consolidated results of operations of the
Company; and, to the best of the Company153s knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others.

(xiii) Accountants. PricewaterhouseCoopers LLP, who have certified
certain financial statements of the Company and its consolidated subsidiaries,
are independent registered public accountants as required by the 1933 Act, the
1933 Act Regulations and rules and regulations adopted by the Public Company
Accounting Oversight Board (United States) (“PCAOB”).

(xiv) Possession of Intellectual Property. The Company and its
subsidiaries own or possess, or can acquire on reasonable terms, the patents,
patent rights, licenses, invention, copyrights (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names presently
employed by them in connection with the businesses now operated by them, except
where the failure so to own or possess or have the ability to acquire would not
have a material adverse effect on the consolidated financial position or
consolidated results of operations of the Company, and neither the Company nor
any of its subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in any material adverse effect on the consolidated
financial position or consolidated results of operations of the Company.

(xv) Investment Company Act. The Company is not, and upon the issuance
and sale of the Notes as herein contemplated and the application of the net
proceeds therefrom as described in the Prospectus and the Disclosure Package
will not be, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended (the “1940 Act”).

(xvi) Ratings. The Medium-Term Note Program under which the Notes are
issued (the “Program”), as well as the Notes, are rated Aa3 by Moody153s Investors
Service, Inc. and AA- by Standard & Poor153s, a division of The McGraw-Hill
Companies, Inc., or such other rating as to which the Company shall have most
recently notified the Agents pursuant to Section 4(a) hereof.

(xiv) Sarbanes-Oxley Compliance. The Company is in material compliance
with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules
and regulations promulgated thereunder or implementing the provisions thereof.

(b) Additional Certifications. Any certificate signed by any director
or officer of the Company and delivered to one or more Agents or to counsel for
the Agents in connection with an offering of Notes or the sale of Notes to one
or more of the Agents as principal or through an Agent as agent shall be deemed
a representation and warranty by the Company to such Agent or Agents as to the
matters covered thereby on the date of such certificate and, to the extent
contemplated by such certificate, at each Representation Date subsequent
thereto.

SECTION 3.

Purchases as Principals; Solicitations as Agents.

(a) Purchases as Principal. Each sale of Notes to one or more Agents
as principal shall be made in accordance with the terms contained herein and, if
requested by such Agent, pursuant to a separate agreement which will provide for
the sale of such Notes to, and the purchase and reoffering thereof by, such
Agent or Agents. Each such separate agreement (which may be an oral agreement)
between one or more Agents and the Company, is herein referred to as a “Terms
Agreement”. Unless the context otherwise requires, each reference contained
herein to “this Agreement” shall be deemed to include any Terms Agreement
between the Company and one or more Agents. Each such Terms Agreement, whether
oral or in writing, shall be with respect to such information (as applicable) as
is specified in Exhibit A hereto. An Agent153s commitment to purchase Notes as
principal shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the terms
and conditions herein set forth. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by each Agent pursuant thereto, the
price to be paid to the Company for such Notes (which, if not so specified in a
Terms Agreement, shall be at a discount equivalent to the applicable commission
set forth in Schedule A hereto), the time and place of delivery of and payment
for such Notes, any provisions relating to rights of, and default by, purchasers
acting together with the Agents in the reoffering of the Notes, and such other
provisions (including further terms of the Notes) as may be mutually agreed
upon. The Agents may utilize a selling or dealer group in connection with the
resale of the Notes purchased. Such Terms Agreement shall also specify whether
or not any of the officer153s certificate, opinions of counsel or comfort letter
specified in Sections 7(b), 7(c) and 7(d) hereof shall be required to be
delivered by the Company on the related Settlement Date.

(b) Solicitations as Agents. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, when agreed by the Company and an Agent, such Agent, as an agent of the
Company, will use its reasonable efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth herein and in the Prospectus. All Notes
sold through the Agents as agents will be sold at 100% of their principal amount
unless otherwise agreed to by the Company and the Agents.

The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through an Agent, as an agent of the
Company, commencing at any time for any period of time or permanently. As soon
as practicable after receipt of instructions from the Company, such Agent will
forthwith suspend solicitation of purchases from the Company until such time as
the Company has advised such Agent that such solicitation may be resumed.

The Company agrees to pay each Agent a commission, in the form of a discount
or otherwise as agreed to by the Company and such Agent, equal to the applicable
percentage of the principal amount of each Note sold by the Company as a result
of a solicitation made by such Agent, as an agent of the Company, as set forth
in Schedule A hereto; provided, however, that the Company shall only be
obligated to pay one such fee with respect to any particular Note so sold.

(c) Administrative Procedures. The purchase price, interest rate or
formula, maturity date and other terms of the Notes shall be agreed upon by the
Company and the applicable Agent(s) and set forth in a pricing supplement to the
Prospectus (each, a “Pricing Supplement”) to be prepared by the Company in
connection with each sale of Notes. Except as may be otherwise provided in the
applicable Pricing Supplement, the Notes will be issued in denominations of
$1,000 and integral multiples thereof. Administrative procedures with respect to
the sale of Notes shall be agreed upon from time to time by the Agents and the
Company (the “Procedures”). Each Agent and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Procedures.

(d) Delivery of Closing Documents. The documents required to be
delivered by Section 5 hereof shall be delivered at the office of Sidley Austin
llp, 787 Seventh Avenue, New York, New York, 10019, on the date hereof, or at
such other time or place as the Agents and the Company may agree.

SECTION 4.

Covenants of the Company.

The Company covenants with the Agents as follows:

(a) Notice of Certain Events. The Company will promptly notify (i) the
Agents of the effectiveness of any amendment to the Registration Statement, (ii)
the related Agent or Agents of the transmittal to the Commission for filing of
any supplement to the Prospectus (other than an amendment or supplement which
relates exclusively to an offering of debt securities under the Registration
Statement other than the Notes), (iii) the Agents of the receipt of any comments
from the Commission with respect to the Registration Statement or the
Prospectus, (iv) the Agents of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus
(other than an amendment or supplement which relates exclusively to an offering
of debt securities under the Registration Statement other than the Notes) or for
additional information, (v) the Agents of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (vi) the Agents of the issuance
by the Commission of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for either such
purpose, and (vii) the Agents of the issuance of any notice of objection to the
use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) of the 1933 Act Regulations relating to the Notes.
The Company will make every reasonable effort to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the lifting thereof at
the earliest possible moment.

(b) Notice of Certain Proposed Filings. Except as otherwise provided
in subsection (k) of this Section, the Company will give the Agents notice of
its intention to file any amendment or supplement to the Prospectus (other than
an amendment or supplement providing solely for the establishment of or change
in the interest rates, maturity or price of Notes or other similar changes or an
amendment or supplement which relates exclusively to an offering of debt
securities under the Registration Statement other than the Notes and other than
an amendment or supplement arising through incorporation by reference), whether
by the filing of documents pursuant to the 1933 Act or otherwise, and will
furnish the Agents with copies of any such amendment or supplement or other
documents proposed to be filed a reasonable time in advance of such proposed
filing. The Company shall make no amendment or supplement to the Registration
Statement, the Prospectus or the Statutory Prospectus prior to the date for the
delivery of documents provided for under Section 3(d) hereof or after the date
of any Terms Agreement and prior to the related Settlement Date which shall be
reasonably disapproved by any Agent promptly after reasonable notice thereof
unless in the opinion of counsel to the Company such amendment or supplement is
required by law. In the case of the filing of any document filed pursuant to the
1934 Act, each Agent shall have the right to suspend solicitation of purchases
of the Notes until such time as such Agent shall reasonably determine that
solicitation of purchases should be resumed or such Agent shall subsequently
enter into a new Terms Agreement with the Company, and any such suspension shall
not be deemed a breach of such Agent153s agreement contained herein.

(c) Copies of the Registration Statement and the Prospectus. The
Company will deliver to the Agents and to counsel for the Agents as many signed
and conformed copies of the Registration Statement (as originally filed) and of
each amendment thereto (including exhibits filed therewith or incorporated, or
deemed to be incorporated, by reference therein and documents incorporated by
reference in the Prospectus) as the Agents may reasonably request. The Company
will furnish to the Agents and to counsel for the Agents as many copies of the
Prospectus or the Statutory Prospectus (as amended or supplemented) (other than
an amendment or supplement which relates exclusively to an offering of debt
securities under the Registration Statement other than the Notes) as the Agents
shall reasonably request so long as the Agent is (or, but for the exemption in
Rule 172, would be) required to deliver the Prospectus or Statutory Prospectus
in connection with sales or solicitations of offers to purchase the Notes. The
Registration Statement and each amendment thereto and the Prospectus or the
Statutory Prospectus and any amendments or supplements thereto furnished to the
Agents will be identical to any electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

(d) Preparation of Pricing Supplements, Final Term Sheets and Free Writing
Prospectuses. The Company will prepare promptly, with respect to any Notes
to be sold through or to the Agents pursuant to this Agreement, a preliminary
prospectus and a Pricing Supplement and, unless otherwise notified by the
applicable Agent(s), a final term sheet with respect to such Notes in a form
previously approved by the Agents and file such preliminary prospectus and
Pricing Supplement pursuant to and in accordance with Rule 424(b) within the
prescribed time period and file such final term sheet within the period required
by Rule 433(d)(5)(ii).

(e) Revisions of Prospectus : Material Changes. Except as otherwise
provided in subsection (k) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which it
is necessary, in the reasonable opinion of counsel to the Agents or counsel for
the Company, to further amend or supplement the Prospectus or the Disclosure
Package in order that the Prospectus or the Disclosure Package will not include
an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time the Prospectus or the Disclosure Package
is (or, but for the exemption in Rule 172, would be) delivered to a purchaser,
or if it shall be necessary, in the reasonable opinion of either such counsel,
to amend or supplement the Registration Statement, the Prospectus or the
Disclosure Package in order to comply with the requirements of the 1933 Act or
the 1933 Act Regulations, immediate notice shall be given, and confirmed in
writing, to the Agents to cease the solicitation of offers to purchase the Notes
in the Agents153 capacity as agents and to cease sales of any Notes the Agents may
then own as principal, and the Company will promptly prepare and file with the
Commission such amendment or supplement, whether by filing documents pursuant to
the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such
untrue statement or omission or to make the Registration Statement, the
Prospectus or the Disclosure Package comply with such requirements.

(f) Prospectus Revisions : Periodic Financial Information. Except as
otherwise provided in subsection (k) of this Section, on or prior to the date on
which there shall be released to the general public interim financial statement
information related to the Company with respect to each of the first three
quarters of any fiscal year or preliminary financial statement information with
respect to any fiscal year, the Company shall notify the Agents in writing;
provided, however, that such written notification shall not be required if the
Company issues a public announcement regarding such release prior to the release
of such information.

(g) Earnings Statements. The Company, by complying with the provisions
of Rule 158 under the 1933 Act, will make generally available to its security
holders as soon as practicable, but not later than 90 days after the close of
the period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering each twelve month period
beginning, in each case, not later than the first day of the Company153s fiscal
quarter next following the “effective date” (as defined in such Rule 158) of the
Registration Statement with respect to each sale of Notes.

(h) Blue Sky Qualifications. The Company will endeavor, in cooperation
with the Agents, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the Agents may designate, and will maintain such qualifications in effect for as
long as may be required for the distribution of the Notes; provided, however,
that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified. The Company will file such statements and reports as may
be required by the laws of each jurisdiction in which the Notes have been
qualified as above provided. The Company will promptly advise the Agents of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any such state or jurisdiction or the
initiating or threatening of any proceeding for such purpose.

(i) 1934 Act Filings. The Company, during the period when the
Prospectus is (or, but for the exemption in Rule 172, would be) required to be
delivered under the 1933 Act, will file promptly all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act. Such documents will comply in all material respects with the
requirements of the 1934 Act and the 1934 Act Regulations and to the extent such
documents are incorporated by reference in the Prospectus, when read together
with the other information in or incorporated by reference into the Prospectus,
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they are made,
not misleading.

(j) Stand-Off Agreement. Between the date of any Terms Agreement and
the Settlement Date with respect to such Terms Agreement, the Company will not,
without the prior written consent of each Agent party to such Terms Agreement,
directly or indirectly, sell, offer to sell, contract to sell or otherwise
dispose of, or announce the offering of, any debt securities denominated in the
same currency as the Notes to be purchased pursuant to such Terms Agreement, or
any security exchangeable into such debt securities (other than the Notes that
are to be sold pursuant to such Terms Agreement and commercial paper in the
ordinary course of business), except as may otherwise be provided in any such
Terms Agreement.

(k) Suspension of Certain Obligations. The Company shall not be
required to comply with the provisions of subsections (a), (b), (c), (e), (f),
(i) or (o) of this Section or the provisions of Section 7 hereof during any
period from the time (i) the Agents shall have received written notification
from the Company to suspend solicitation of purchases of the Notes in their
capacity as agents and (ii) the earlier of the date on which no Agent shall then
hold any Notes as principal and the date which is fifteen days (nine months with
respect to subsections (e) and (i) of this Section) from the date on which the
Agents shall have received written notice from the Company to suspend
solicitation of purchases of the Notes, to the time the Company shall determine
that solicitation of purchases of the Notes should be resumed or shall
subsequently enter into a new Terms Agreement with the Agents.

(l) Use of Proceeds. The net proceeds from the sale of Notes will be
used by the Company as described in the Prospectus and the Disclosure Package.

(m) Termination of Sale in Certain Circumstances. Any person who has
agreed to purchase and pay for any Note pursuant to a solicitation by any of the
Agents as an agent of the Company shall have the right to refuse to purchase
such Note if, subsequent to the agreement to purchase such Note, any change,
condition or development specified in any of Sections 12(b)(i) through 12(b)(v)
hereof shall have occurred (with the judgment of the Agent which presented the
offer to purchase such Note being substituted for any judgment of a selling
Agent required therein) the effect of which is, in the judgment of the Agent
which presented the offer to purchase such Note, so material and adverse as to
make it impractical or inadvisable to proceed with the sale and delivery of such
Note (it being understood that under no circumstances shall any such Agent have
any duty or obligation to the Company or to any such person to exercise the
judgment to be exercised under this Section 4(m)).

(n) Payment of Commission Filing Fees. The Company will pay the
required Commission filing fees relating to each offering of Notes within the
time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to
the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of
the 1933 Act Regulations (including, if applicable, by updating the “Calculation
of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
post-effective amendment to the Registration Statement or on the cover page of a
prospectus filed pursuant to Rule 424(b)).

(o) Filing of New Shelf Registration Statement. Except as otherwise
provided in subsection (k) of this Section, if by the third anniversary of the
initial effective date of the Registration Statement (such third anniversary,
the “Renewal Deadline”), any of the Notes purchased by the Agents as principal
remain unsold, the Company will file, if it has not already done so and is
eligible to do so, a new automatic shelf registration statement relating to the
Notes, in a form reasonably satisfactory to each Agent. If at the Renewal
Deadline the Company is no longer eligible to file an automatic shelf
registration statement, the Company will, if it has not already done so, file a
new shelf registration statement relating to the Notes, in a form reasonably
satisfactory to each Agent, and will use its best efforts to cause such
registration statement to be declared effective within 180 days after the
Renewal Deadline. The Company will take all other action necessary or
appropriate to permit the public offering and sale of the Notes to continue as
contemplated in the expired registration statement relating to the Notes.
References herein to the Registration Statement shall include such new automatic
shelf registration statement or such new shelf registration statement, as the
case may be.

(p) Offers by Issuer Free Writing Prospectuses. The Company represents
and agrees that, unless it obtains the prior consent of the applicable Agent(s),
and each applicable Agent represents and agrees that, unless it obtains the
prior consent of the Company and the lead Agent(s), it has not made and will not
make any offer relating to the Notes of the particular tranche that would
constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” as defined in Rule 405, required to be filed with
the Commission, other than a free writing prospectus containing the information
contained in the final term sheet relating to such tranche of Notes. Any such
free writing prospectus consented to by the Company and the lead Agent(s) is
referred to herein as a “Permitted Free Writing Prospectus.” The Company
represents that it has treated and agrees that it will treat each Permitted Free
Writing Prospectus as an Issuer Free Writing Prospectus and has complied and
will comply with the requirements of Rule 433 applicable to each and every
Permitted Free Writing Prospectus, including timely filing with the Commission
where required, legending and record keeping.

(q) Notifications and Amendments Relating to Free Writing
Prospectuses. If, prior to the completion of the public offer and sale of
the Notes of the particular tranche (which completion the lead Agent(s) shall
promptly communicate to the Company), at any time following issuance of an
Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information then contained in the Registration Statement,
Statutory Prospectus or Prospectus or included or would include an untrue
statement of a material fact or omitted or would omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances prevailing at that subsequent time, not misleading, the Company
will promptly (i) notify the applicable Agent(s) and (ii) either (1) amend or
supplement such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission or (2) file a report with the Commission
under the 1934 Act that corrects such untrue statement or omission and notify
the applicable Agent(s) that such Issuer Free Writing Prospectus shall no longer
be used.

SECTION 5.

Conditions of Obligations.

The obligations of one or more Agents to purchase Notes as principal pursuant
to a Terms Agreement or otherwise, any obligation of one or more Agents to
solicit offers to purchase the Notes as an agent of the Company, and the
obligations of any purchasers of Notes sold through an Agent as an agent of the
Company, will be subject to the accuracy as of the Representation Date of the
representations and warranties in all material respects (to the extent any such
representation or warranty is not otherwise qualified therein) on the part of
the Company herein contained and to the accuracy of the statements of the
Company153s officers made in any certificate furnished pursuant to the provisions
hereof, to the performance and observance by the Company of all its covenants
and agreements herein contained and to the following additional conditions
precedent:

(a) Matters related to the Commission. (i) No stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued under the 1933 Act and no proceedings for that purpose shall have
been instituted or shall be pending or threatened by the Commission, (ii) 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) of the 1933
Act Regulations shall have been received; (iii) the final term sheet relating to
the particular tranche of Notes and any other material required to be filed by
the Company pursuant to Rule 433(d) of the 1933 Act Regulations shall have been
filed with the Commission within the applicable time periods described for such
filings by Rule 433 and (iv) any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Agents.

(b) Legal Opinions. On the date hereof, the Agents shall have received
the following legal opinions, dated as of the date hereof and in form and
substance satisfactory to the Agents and their counsel:

(1) Opinion of Company Counsel. The opinion of Sidley Austin llp, to
the effect that:

(i) The Company is a corporation duly incorporated and is in good standing
under the laws of the State of Delaware, with corporate power and authority to
own its properties and conduct its business as described in the Prospectus.

(ii) The Company has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
jurisdiction in which it owns or leases real properties, or conducts any
business, so as to require such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole (such counsel being entitled to rely in respect
of the opinion in this clause upon opinions of local counsel and in respect of
matters of fact upon certificates of officers of the Company, provided that such
counsel shall state that he believes that both the Agents and he are justified
in relying upon such opinions and certificates).

(iii) Each Significant Subsidiary has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction of
incorporation; and all of the issued shares of capital stock of each such
Significant Subsidiary have been duly and validly authorized and issued, are
fully paid and nonassessable, and (except for directors153 qualifying shares and
except as otherwise set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims.

(iv) This Agreement has been duly authorized, executed and delivered by the
Company.

(v) The issuance and sale of the Notes have been duly authorized by all
necessary corporate action of the Company. The Notes when duly authenticated by
the Trustee and issued in accordance with the provisions of this Agreement and
the Indenture will be duly executed, issued and delivered and constitute valid
and legally binding obligations of the Company entitled to the benefits provided
by the Indenture and enforceable against the Company in accordance with their
terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, fraudulent transfer and other similar laws relating to or affecting
creditors153 rights generally and to general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law) including
concepts of commercial reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive relief; and the
Notes and the Indenture conform in all material respects to the descriptions
thereof in the Prospectus under the captions “Description of Debt Securities”
and “Description of the Notes”.

(vi) The Indenture has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
fraudulent transfer and other similar laws relating to or affecting creditors153
rights generally and to general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or at law) including
concepts of commercial reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive relief; and the
Indenture has been duly qualified under the 1939 Act.

(vii) The issue and sale of the Notes by the Company and the compliance by
the Company with all of the provisions of this Agreement, any Terms Agreement,
the Indenture and the Notes, and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel as being material to the Company and its
subsidiaries taken as a whole to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, which conflict, breach or default would have a material adverse effect
on the consolidated financial position or consolidated results of operations of
the Company, nor will such action result in any violation of the provisions of
the Certificate of Incorporation or By-laws of the Company or any Applicable
Laws or any order known to such counsel of any court or governmental agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their properties, which violation in each case would have a material adverse
effect on the consolidated financial position or consolidated results of
operations of the Company. As used herein, the term “Applicable Laws” means
those state laws of the State of New York and federal laws of the United States
that, in such counsel153s experience and without independent investigation, are
normally applicable to transactions of the type contemplated by this Agreement
(provided that the term “Applicable Laws” shall not include federal or state
securities or blue sky laws relating to disclosure or any rules or regulations
thereunder (including, without limitation, the 1933 Act, the 1934 Act and the
1939 Act and the respective regulations thereunder), any antifraud or similar
laws).

(viii) To such counsel153s knowledge, no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body of the United States or any state regulatory body, state
administrative agency or other state governmental body of the State of New York
is required under Applicable Laws or any order of any court or governmental
agency or body having jurisdiction over the Company or any of its subsidiaries
or any of their properties for the issue and sale of the Notes or the
consummation by the Company of the transactions contemplated by this Agreement,
any Terms Agreement or the Indenture.

(ix) To such counsel153s knowledge and other than as set forth or contemplated
in the Prospectus, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject that are probable to
result in an adverse determination and that, if determined adversely to the
Company or any of its subsidiaries, would have a material adverse effect on the
consolidated financial position or the annual pre-tax consolidated results of
operations of the Company; and, to the best of such counsel153s knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

(x) To such counsel153s knowledge, all contracts or other documents of a
character required to be filed as exhibits to the Registration Statement or
required to be incorporated by reference into the Prospectus or described in the
Registration Statement or the Prospectus have been filed or incorporated by
reference or described as required.

(xi) The Registration Statement has become effective under the 1933 Act and,
to such counsel153s knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission.

(xii) The Registration Statement and the Prospectus, or any further
amendments or supplements thereto made by the Company prior to the date hereof
(other than the financial statements and related schedules therein and other
financial data, the documents incorporated by reference therein or the Statement
of Eligibility on Form T-1 of the Trustee under the Indenture, as to which such
counsel need express no opinion), when the Registration Statement became
effective complied, and as of the date hereof comply, as to form in all material
respects with the requirements of the 1933 Act and the 1939 Act and the
applicable rules and regulations thereunder.

(xiii) The information in the Prospectus under the captions “Description of
the Notes”, “Description of Debt Securities”, and “Certain United States Federal
Income Tax Considerations” (or similar captions), to the extent that it
constitutes matters of law, summaries of legal matters, documents or
proceedings, or legal conclusions, has been reviewed by such counsel and is
correct in all material respects.

(xiv) The documents incorporated by reference into the Registration Statement
and the Prospectus or any further amendments or supplements thereto made by the
Company prior to the date hereof (other than the financial statements and
schedules therein and other financial data, as to which such counsel need
express no opinion), at the time they were filed, complied, and as of the date
hereof comply, as to form in all material respects with the requirements of the
1934 Act and the rules and regulations of the Commission thereunder.

In giving such opinion such counsel shall also state that in the course of
acting as counsel to the Company in connection with the contemplated
transaction, they have participated in conferences with officers and other
representatives of the Company, the Company153s accountants and representatives of
the Agents, at which conferences the contents of the Registration Statement, the
Prospectus and related matters were discussed, and they have reviewed the
Registration Statement and the Prospectus and, although such counsel has not
made any other independent check or verification thereof (except as set forth in
paragraph 5(b)(1)(v) and 5(b)(1)(xiii) above) for the purpose of rendering the
opinion and is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and Prospectus or in documents incorporated by reference
therein, no facts have come to such counsel153s attention that lead them to
believe that the Registration Statement or any amendment thereto at the time the
Registration Statement or any amendment thereto (including the filing of an
Annual Report on Form 10-K with the Commission) became effective or was 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 or that the Prospectus or any amendment or
supplement thereto as of its date, if applicable, and at the Settlement Date,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading or, if
such opinion is being delivered in connection with a Terms Agreement pursuant to
Section 7(c) hereof, that the Disclosure Package as of the Applicable Time or as
of the date of such opinion included or includes an untrue statement of a
material fact or omitted or omits 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, except, in each case, such counsel may state that
they express no belief and make no statement with respect to financial
statements and schedules and other financial data included or incorporated by
reference in or omitted from the Registration Statement, the Prospectus, the
Disclosure Package or any Statement of Eligibility on Form T-1.

In giving the opinion required by this Section 5(b)(1), such counsel shall be
entitled to rely upon opinions of local counsel and tax counsel and, in respect
of matters of fact, upon certificates of officers of the Company or its
subsidiaries, provided that such counsel shall state that they believe that both
the Agents and such counsel are justified in relying upon such opinions and
certificates.

(2) Opinion of Counsel to the Agents. The opinion of Mayer Brown llp,
counsel to the Agents, with respect to the incorporation of the Company, this
Agreement, the Notes and the Indenture, and other related matters as the Agents
may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters.

In giving such opinion Mayer Brown llp shall additionally state that they
have examined various documents and participated in conferences with
representatives of the Company and its counsel and with representatives of the
Agents at which times the contents of the Registration Statement, the Prospectus
and related matters were discussed and, although such counsel is not passing
upon and assumes no responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement, the Prospectus or in the
documents incorporated by reference therein, and are not making any
representation that they have independently verified or checked the accuracy,
completeness or fairness of such statements, no facts have come to such
counsel153s attention that cause them to believe that the Registration Statement
or any amendment thereto at the time the Registration Statement or amendment
(including the filing of an Annual Report on Form 10-K with the Commission)
became effective or was 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 in order to make the statements therein not misleading, or
that the Prospectus or any amendment or supplement thereto as of its date, if
applicable, and at the Settlement Date, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading or, if such opinion is being
delivered in connection with a Terms Agreement pursuant to Section 7(c) hereof,
that the Disclosure Package as of the Applicable Time or as of the date of such
opinion included or includes an untrue statement of a material fact or omitted
or omits 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, except in each such case, such counsel may state that they are
expressing no view as to the financial statements and related schedules or the
other financial data included or incorporated by reference in or omitted from
the Registration Statement, the Prospectus, the Disclosure Package or any
Statement of Eligibility on Form T-1.

(c) Officers153 Certificate. At the date hereof the Agents shall have
received a certificate of the President or any Vice President and the chief
financial, chief accounting officer or treasurer of the Company, dated as of the
date hereof, to the effect that (i) since the respective dates as of which
information is given in the Registration Statement and the Prospectus or since
the date of any Terms Agreement, there has not been any material adverse change,
or any development involving a prospective material adverse change, in or
affecting the general affairs, consolidated financial position or consolidated
results of operations of the Company and its subsidiaries, considered as one
enterprise, whether or not arising in the ordinary course of business, otherwise
than as set forth or contemplated in the Prospectus, (ii) the other
representations and warranties of the Company contained in Section 2 hereof are
true and correct with the same force and effect as though expressly made at and
as of the date of such certificate, (iii) the Company has performed or complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the date of such certificate, and (iv) no
stop order suspending the effectiveness of the Registration Statement has been
issued and, to their knowledge, no proceedings for that purpose have been
initiated or threatened by the Commission.

(d) Comfort Letter. On the date hereof, the Agents shall have received
a letter from PricewaterhouseCoopers LLP, dated as of the date hereof, in form
and substance satisfactory to the Agents, to the effect that:

(i) They are an independent registered public accounting firm with respect to
the Company within the meaning of the 1933 Act, 1933 Act Regulations and the
rules and regulations adopted by the PCAOB;

(ii) In their opinion, the consolidated financial statements and financial
statement schedule(s) audited by them and incorporated by reference in the
Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act Regulations
and the 1934 Act and the 1934 Act Regulations;

(iii) Based upon limited procedures set forth in detail in such letter (which
shall include, without limitation, the procedures specified by the PCAOB for a
review of interim financial information as described in SAS No. 100, Interim
Financial Information, with respect to the unaudited condensed consolidated
financial statements of the Company, if any, included in the Registration
Statement), nothing came to their attention that caused them to believe that:

(A) any material modifications should be made to the unaudited condensed
consolidated financial statements, if any, included in the Registration
Statement for them to be in conformity with accounting principles generally
accepted in the United States; or

(B) the unaudited condensed consolidated financial statements, if any,
included in the Registration Statement do not comply as to form in all material
respects with the applicable accounting requirements of the 1934 Act and the
1934 Act Regulations; or

(C) at a specified date not more than three business days prior to the date
of such letter, there was any change in the capital stock, increase in
consolidated long-term debt in excess of US$100 million, or decrease in
shareholders153 equity (other than caused by changes in treasury stock or changes
in the accumulated other comprehensive income component of shareholders153 equity,
including cumulative translation adjustments), in each case as compared with
amounts shown in the most recent condensed consolidated balance sheet
incorporated by reference in the Registration Statement, except in each case for
changes, increases or decreases that the Registration Statement and the
Prospectus disclose have occurred or may occur; or

(D) for the period from the date of the most recent financial statements
incorporated by reference in the Registration Statement to a specified date not
more than three business days prior to the date of such letter, there were any
decreases, as compared with the corresponding period in the preceding year, in
consolidated revenues or net earnings, except in each case for increases or
decreases which the Registration Statement and the Prospectus disclose have
occurred or may occur;

(iv) In addition to the examination referred to in their report incorporated
by reference in the Registration Statement and the Prospectus, they have carried
out certain other specified procedures, not constituting an audit, with respect
to certain amounts, percentages and financial information which are included in
the Registration Statement and the Prospectus and which are specified by the
Agents, and have found such amounts, percentages and financial information to be
in agreement with the relevant accounting, financial and other records of the
Company and its subsidiaries identified in such letter.

(e) Other Documents. On the date hereof and on each Settlement Date
with respect to any Terms Agreement, counsel to the Agents shall have been
furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as therein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be reasonably satisfactory in form and
substance to the Agents and to counsel to the Agents.

If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement (or, at the option of the
Agents, any Terms Agreement) may be terminated by the Agents by notice to the
Company at any time and any such termination shall be without liability of any
party to any other party, except that the covenant regarding provision of an
earnings statement set forth in Section 4(g) hereof, the provisions concerning
payment of expenses under Section 10 hereof, the indemnity and contribution
agreements set forth in Sections 8 and 9 hereof, the provisions concerning the
representations, warranties and agreements to survive delivery set forth in
Section 11 hereof and the provisions set forth under “Parties” of Section 15
hereof shall remain in effect.

SECTION 6. Delivery of and Payment for Notes Sold through an Agent as
Agent. Delivery of Notes sold through an Agent as an agent of the Company
shall be made by the Company to such Agent for the account of any purchaser only
against payment therefor in immediately available funds. In the event that a
purchaser shall fail either to accept delivery of or to make payment for a Note
on the date fixed for settlement, the Agent shall promptly notify the Company
and deliver the Note to the Company, and, if the Agent has theretofore paid the
Company for such Note, the Company will promptly return such funds to the Agent.
If such failure occurred for any reason other than default by the Agent in the
performance of its obligations hereunder, the Company will reimburse such Agent
on an equitable basis for its reasonable loss of the use of the funds for the
period such funds were credited to the Company153s account.

SECTION 7.

Additional Covenants of the Company.

The Company covenants and agrees with the Agents that:

(a) Reaffirmation of Representations and Warranties. Each acceptance
by the Company of an offer for the purchase of Notes (whether to one or more
Agents as principal or through the Agents as agents), and each delivery of Notes
to one or more Agents (whether to one or more Agents as principal or through the
Agents as agents), shall be deemed to be an affirmation that the representations
and warranties of the Company contained in this Agreement and in any certificate
theretofore delivered to the Agents pursuant hereto, to the extent contemplated
by such certificate, are true and correct at the time of such acceptance or
sale, as the case may be, and an undertaking that such representations and
warranties will be true and correct at the time of delivery to the Agent or
Agents or to the purchaser or its agent, as the case may be, of the Note or
Notes relating to such acceptance or sale, as the case may be, as though made at
and as of each such time (and it is understood that such representations and
warranties shall relate to the Registration Statement and Prospectus as amended
and supplemented to each such time).

(b) Subsequent Delivery of Certificates. Subject to the provisions of
Section 4(k) hereof, each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by a supplement providing solely
for the establishment of the interest rates, maturity or price of Notes or
similar terms, and other than by an amendment or supplement which relates
exclusively to an offering of debt securities under the Registration Statement
other than the Notes), or there is filed with the Commission any document
incorporated by reference into the Prospectus (other than any Current Report on
Form 8-K relating exclusively to the issuance of debt securities under the
Registration Statement other than the Notes) or (if required pursuant to the
terms of a Terms Agreement) the Company sells Notes to one or more Agents
pursuant to a Terms Agreement, if requested by the Agents or counsel to the
Agents, the Company shall furnish or cause to be furnished to the Agents
forthwith a certificate dated the date of filing with the Commission of such
supplement or document, the date of effectiveness of such amendment, or the date
of such sale, as the case may be, in form reasonably satisfactory to the Agents
to the effect that the statements contained in the certificate referred to in
Section 5(c) hereof which were last furnished to the Agents are true and correct
at the time of such amendment, supplement, filing or sale, as the case may be,
as though made at and as of such time (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such time) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in said Section 5(c), modified as
necessary to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such certificate; provided, however,
that if the Company shall determine that it does not intend to be in the market
for up to three months after the date of filing of any such amendment or
supplement, the Company may deliver to the Agents a notice to such effect, in
which event the request of the Agents received by the Company with respect to
such amendment or supplement shall be deemed withdrawn until such time as the
Company notifies the Agents that it wishes to re-enter the market.

(c) Subsequent Delivery of Legal Opinions. Subject to the provisions
of Section 4(k) hereof, each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a supplement
providing solely for the establishment of the interest rates, maturity or price
of the Notes or similar terms or solely for the inclusion of additional
financial information, and other than by an amendment or supplement which
relates exclusively to an offering of debt securities under the Registration
Statement other than the Notes) or there is filed with the Commission any
document incorporated by reference into the Prospectus (other than any Current
Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement)
the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if
requested by the Agents or counsel to the Agents, the Company shall furnish or
cause to be furnished forthwith to the Agents and to counsel to the Agents a
written opinion of Sidley Austin llp or other counsel selected by the Company
and reasonably satisfactory to the Agents dated the date of filing with the
Commission of such supplement or document, the date of effectiveness of such
amendment, or the date of such sale, as the case may be, in form reasonably
satisfactory to the Agents, of substantially the same tenor as the opinion
referred to in Section 5(b)(1) hereof, but modified, as necessary, to relate to
the Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such opinion; or, in lieu of such opinion, counsel last
furnishing such opinion to the Agents shall furnish the Agents with a letter
substantially to the effect that the Agents may rely on such last opinion to the
same extent as though it was dated the date of such letter authorizing reliance
(except that statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such letter authorizing reliance); provided, however, that
if the Company shall determine that it does not intend to be in the market for
up to three months after the date of filing of any such amendment or supplement,
the Company may deliver to the Agents a notice to such effect, in which event
the request of the Agents received by the Company with respect to such amendment
or supplement shall be deemed withdrawn until such time as the Company notifies
the Agents that it wishes to re-enter the market.

(d) Subsequent Delivery of Comfort Letters. Subject to the provisions
of Section 4(k) hereof, each time that (i) the Registration Statement or the
Prospectus shall be amended or supplemented to include additional financial
information (other than by an amendment or supplement relating solely to the
issuance and/or offering of securities other than the Notes) or (ii) (if
required pursuant to the terms of a Terms Agreement) the Company sells Notes to
one or more Agents pursuant to a Terms Agreement, if requested by the Agents or
counsel to the Agents, the Company shall cause PricewaterhouseCoopers LLP, or
other independent certified public accountants reasonably satisfactory to the
Agents, forthwith to furnish to the Agents a letter, dated the date of filing
with the Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case may be, in form
reasonably satisfactory to the Agents, of substantially the same tenor as the
letter referred to in Section 5(d) hereof, but modified to relate to the
Registration Statement and Prospectus as amended and supplemented to the date of
such letter, and with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Company; provided, however, that the portions of the letter referred to
in Section 5(d)(iv) hereof shall, unless otherwise requested by the Agents, only
be provided in subsequent letters delivered in connection with the Company153s
filing of its Annual Report on Form 10-K.

SECTION 8.

Indemnification.

(a) Indemnification of the Agents. The Company agrees to indemnify
severally and hold harmless each Agent and each person, if any, who controls
each Agent within the meaning of Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred (to the extent the party seeking such indemnity is
currently required to make a payment in respect of which such indemnity is
sought), arising out of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus or the Statutory
Prospectus, the Prospectus, or any Issuer Free Writing Prospectus (or any
amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Company; and

(iii) against any and all reasonable expense whatsoever, as incurred
(including the reasonable fees and disbursements of counsel chosen by an Agent),
reasonably incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to the
Company by any Agent specifically for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Statutory Prospectus,
the Prospectus, or any Issuer Free Writing Prospectus (or any amendment or
supplement thereto).

(b) Indemnification of Company. Each Agent severally agrees to
indemnify and hold harmless the Company, its directors, each of its officers who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred (to the extent the party seeking
such indemnity is currently required to make a payment in respect of which such
indemnity is sought), but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto) or any preliminary prospectus or the Statutory
Prospectus, the Prospectus, or any Issuer Free Writing Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Agent specifically for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Statutory Prospectus, the Prospectus, or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto). The Company acknowledges
that the statements set forth in the third, sixth and tenth paragraphs under the
heading “Plan of Distribution” of the Prospectus constitute the only information
furnished in writing by any of you for inclusion in the documents referred to in
the foregoing indemnity, and you confirm that such statements are correct.

(c) General. Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party of such commencement shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may assume the defense of the indemnified party
by retaining counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. In
no event shall the indemnifying parties be liable for the fees and expenses of
more than one counsel (in addition to any local counsel) for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.

(d) Foreign Currency Judgments. The Company agrees to indemnify the
Agents against any loss incurred by the Agents as a result of any judgment or
order being given or made for the amount due under this Agreement and such
judgment or order being paid in a currency (a “Judgment Currency”) other than
U.S. dollars as a result of any variation between (i) the rate of exchange at
which U.S. dollars are converted into the Judgment Currency for the purpose of
such judgment or order and (ii) the rate of exchange at which the applicable
Agent is able to purchase U.S. dollars with the amount of the Judgment Currency
actually received by such Agent. The foregoing indemnity shall constitute a
separate and independent obligation of the Company and shall continue in full
force and effect notwithstanding any such judgment or order as aforesaid. The
term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of, or conversion into, the relevant currency.

SECTION 9.

Contribution.

If the indemnification provided for in Section 8 hereof is unavailable or
insufficient to hold harmless an indemnified party thereunder, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 8 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 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 8(c) above, 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 as well as any other
relevant equitable considerations.

The relative benefits received by the Company on the one hand and an Agent on
the other shall be deemed to be in the same proportion as the total net proceeds
from the offering of Notes to which such loss, claim, damage or liability
relates (before deducting expenses) received by the Company bears to the total
underwriting discounts and commissions received by such Agent in connection with
such Notes. 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 or an Agent and the parties153 relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission.

The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this Section 9 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this Section 9.

Notwithstanding the provisions of this Section 9, an Agent shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Notes sold by such Agent to which such loss, claim, damage or
liability relates and distributed to the public 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 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In addition, in connection with an
offering of Notes purchased from the Company by two or more Agents as principal,
the respective obligations of such Agents to contribute pursuant to this Section
9 are several, and not joint, in proportion to the aggregate principal amount of
Notes that each such Agent has agreed to purchase from the Company.

For purposes of this Section, each person, if any, who controls an Agent
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as an Agent, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act shall have
the same rights to contribution as the Company.

SECTION 10.

Payment of Expenses.

The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:

(a) The preparation and filing of the Registration Statement and all
amendments thereto and any preliminary prospectus, the Prospectus and any
amendments or supplements thereto;

(b) The preparation, filing and reproduction of this Agreement;

(c) The preparation, printing, issuance and delivery of the Notes, including
any fees and expenses relating to the use of book-entry notes;

(d) The preparation, printing and distribution of each Issuer Free Writing
Prospectus to investors or prospective investors.

(e) The reasonable fees and disbursements of the Company153s accountants and
counsel, of the Trustee and its counsel and of any Calculation Agent;

(f) The reasonable fees and disbursements of one counsel to the Agents
incurred from time to time in connection with the transactions contemplated
hereby;

(g) The qualification of the Notes under state securities laws in accordance
with the provisions of Section 4(h) hereof, including filing fees, and the
reasonable fees and disbursements of counsel to the Agents in connection
therewith and in connection with the preparation of any Blue Sky Survey and any
Legal Investment Survey;

(h) The printing and delivery to the Agents in quantities as hereinabove
stated of copies of the Registration Statement and any amendments thereto, any
preliminary prospectus and of the Prospectus and any amendments or supplements
thereto;

(i) The preparation, printing, reproducing and delivery to the Agents of
copies, as reasonably requested, of the Indenture and all supplements and
amendments thereto;

(j) Any fees charged by rating agencies for the rating of the Notes;

(k) The filing fees, if any, incurred with respect to any filing with the
Financial Industry Regulatory Authority, Inc.;

(l) Any advertising and other out-of-pocket expenses of the Agents incurred
with the approval of such expense by the Company;

(m) The cost of preparing and providing any CUSIP or other identification
numbers for the Notes; and

(n) The fees and expenses of any Depositary (as defined in the Indenture) and
any nominees thereof in connection with the Notes.

SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person of the Agents, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.

SECTION 12. Termination.

(a) Termination of this Agreement. This Agreement (excluding any Terms
Agreement) may be terminated for any reason, at any time by either the Company
or the Agents on the giving of 15 days153 written notice of such termination to
the other party hereto; provided, however, that the termination of this
Agreement by an Agent shall terminate this Agreement only between such Agent and
the Company and the Company153s notice of termination as to any one Agent shall
terminate this Agreement only between itself and such Agent.

(b) Termination of a Terms Agreement. The Agent or Agents party to a
Terms Agreement may terminate any Terms Agreement, immediately upon notice to
the Company, at any time prior to the Settlement Date relating thereto (i) if
there has been, since the date of such Terms Agreement or since the respective
dates as of which information is given in the Registration Statement, any
material change in the capital stock or long-term debt of the Company or any of
its subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
consolidated financial position or consolidated results of operations of the
Company, whether or not arising in the ordinary course of business, or (ii) if
there shall have occurred any material adverse change in the financial markets
in the United States or, if such Notes are denominated and/or payable in, or
indexed to, one or more foreign or composite currencies, in the international
financial markets, or any outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States or, if such Notes are denominated and/or payable in, or indexed to, one
or more foreign or composite currencies, on the international financial markets,
in each case is such as to make it, in the reasonable judgment of the Agent or
Agents party to such Terms Agreement (after consultation with the Company),
impracticable to market the Notes subject to such Terms Agreement or enforce
contracts for the sale of such Notes, or (iii) if trading in any securities of
the Company has been suspended by the Commission or a national securities
exchange, or if trading generally on either the American Stock Exchange or the
New York Stock Exchange shall have been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium shall have been
declared by federal or New York authorities or if a banking moratorium shall
have been declared by the relevant authorities in the country or countries of
origin of any foreign currency or currencies in which the Notes subject to such
Terms Agreement are denominated and/or payable, or (iv) if the rating assigned
by any nationally recognized securities rating agency to any debt securities of
the Company as of the date of any Terms Agreement shall have been lowered since
that date or if any such rating agency shall have publicly announced since that
date that it has placed any debt securities of the Company on what is commonly
termed a “watch list” for possible downgrading, or (v) if the Prospectus, at the
time it was required to be delivered to a purchaser of Notes subject to such
Terms Agreement, contained 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 existing at the time of such delivery, not
misleading.

(c) General. In the event of any such termination, no party will have
any liability to any other party hereto, except that (i) each Agent shall be
entitled to any commission earned in accordance with the third paragraph of
Section 3(b) hereof, (ii) if at the time of termination (a) the Agents shall own
any Notes purchased by such Agent with the intention of reselling them or (b) an
offer to purchase any of the Notes has been accepted by the Company but the time
of delivery to the purchaser or its agent of such Note or Notes relating thereto
has not occurred, the obligations set forth in Section 5 hereof and the
covenants set forth in Sections 4 and 7 hereof shall remain in effect until such
Notes are so resold or delivered, as the case may be (provided, however, that,
except as provided in clause (iii) below, the Company153s obligations pursuant to
Sections 4 and 7 hereof shall in any event terminate no later than the date that
is fifteen days (nine months with respect to subsections (e) and (i) of Section
4 hereof) after the time of such termination), and (iii) the covenant set forth
in Section 4(g) hereof, the indemnity and contribution agreements set forth in
Sections 8 and 9 hereof, and the provisions of Sections 10, 11, 14 and 15 hereof
shall remain in effect.

SECTION 13.

Notices.

Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or by
telex, by telecopier or by telegram, and any such notice shall be effective when
received at the address specified below.

If to the Company:

Colgate-Palmolive Company

300 Park Avenue

New York, New York 10022

Attention: Treasurer

Facsimile: (212) 310-2873

If to BAS:

Banc of America Securities LLC

One Bryant Park

NY1-100-18-03

New York, New York 10036

Attention: High Grade Transaction Management/Legal

Facsimile: (646) 855-5958

If to Citigroup:

Citigroup Global Markets Inc.

388 Greenwich Street, 34th Floor

New York, New York 10013

Attention: Medium-Term Note Department

Telephone: (212) 816-5831

Facsimile: (212) 816-0949

If to Deutsche Bank:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Debt Capital Markets Group

Telephone: (212) 250-2500

Facsimile: (212) 797-2202

If to Goldman Sachs:

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attention: Registration Department

Telephone: (212) 902-1171

Facsimile: (212) 902-3000

If to J.P. Morgan:

J.P. Morgan Securities Inc.

383 Madison Avenue

New York, New York 10179

Attention: Transaction Execution Group

Telephone: (212) 834-5710

Facsimile: (212) 834-6702

If to Merrill Lynch:

Banc of America Securities LLC

One Bryant Park

NY1-100-18-03

New York, New York 10036

Facsimile: (646) 855-5958

If to Morgan Stanley:

Morgan Stanley & Co. Incorporated

1585 Broadway, 2nd Floor

New York, New York 10036

Attention: Manager : Continuously Offered Products

Facsimile: (212) 507-3753

With a copy to:

Morgan Stanley & Co. Incorporated

1585 Broadway, 29th Floor

New York, New York 10036

Attention: Investment Banking Information Center

Facsimile: (212) 507-6954

or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.

SECTION 14.

Governing Law.

This Agreement and all the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State.

SECTION 15.

Parties.

This Agreement shall inure to the benefit of and be binding upon the Agents
and the Company and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in Sections 8 and
9 hereof and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
herein contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties hereto and
their respective successors and said controlling persons, officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Notes shall be deemed to be a
successor by reason merely of such purchase.

SECTION 16.

Counterparts.

This Agreement may be executed in several counterparts, each of which shall
be deemed an original hereof.

SECTION 17.

Captions.

The captions in this Agreement are for convenience of reference only and
shall not define or limit any of the terms or the provisions hereof.

SECTION 18.

Additional Agents.

Notwithstanding anything contrary contained in this Agreement, the Company
may from time to time appoint one or more additional agents (each, an
“Additional Agent” and collectively, the “Additional Agents”) in accordance with
the following provisions:

(a) Appointment of Agent. The Company may appoint an Additional Agent
or Agents, to act as an agent of the Company pursuant to the terms and
conditions set forth in this Agreement, provided that (i) such Additional Agent
shall deliver to the Company a letter substantially in the form of Exhibit B
hereto, and (ii) the Company shall have delivered to such Additional Agent a
letter substantially in the form of Exhibit C hereto.

(b) Notice of Appointment of Additional Agents. The Company shall
promptly notify the Agents of any such appointment pursuant to subsection (a) of
this Section 18 by supplying to such parties a copy of the applicable letter or
letters.

(c) Effect of Appointment. Upon satisfaction by the Company and any
Additional Agent of the provisions of subsections (a) and (b) of this Section
18, such Additional Agent shall be deemed to be an Agent hereunder and all
references to “Agent” in this Agreement shall be deemed to include such
Additional Agent from and after the date such provisions are satisfied and such
appointment is effective.

SECTION 19.

No Fiduciary Duty

The Company hereby acknowledges that the Agents will be acting pursuant to a
contractual relationship on an arm153s length basis and in no event do the parties
intend that the Agents act or be responsible as a fiduciary to the Company, its
management, stockholders, creditors or any other person. The Company and the
Agents each hereby expressly disclaim any fiduciary relationship and agree they
are each responsible for making their own judgments with respect to any
transactions entered into between them.

If the foregoing is in accordance with the Agents153 understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between the Agents and the Company in accordance with its terms.

		Very truly yours,

		COLGATE-PALMOLIVE COMPANY

		By:
			Name:
			Title:

Accepted:

BANC OF AMERICA SECURITIES LLC

By:
	Name:
	Title:

CITIGROUP GLOBAL MARKETS INC.

By:
	Name:
	Title:

DEUTSCHE BANK SECURITIES INC.

By:
	Name:
	Title:

By:
	Name:
	Title:

GOLDMAN, SACHS & CO.

By:
	(Goldman, Sachs & Co.)

J.P. MORGAN SECURITIES INC.

By:
	Name:
	Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:
	Name:
	Title:

MORGAN STANLEY & CO. INCORPORATED

By:
	Name:
	Title:

SCHEDULE A

As compensation for the services of the Agents hereunder, the Company shall
pay the applicable Agent, on a discount basis, a commission for the sale of each
Note by such Agent equal to the principal amount of such Note multiplied by the
appropriate percentage set forth below:

Maturity Ranges		Percent of Principal Amount

From 1 year to less than 2 years		.150

From 2 years to less than 3 years		.200

From 3 years to less than 5 years		.250

From 5 years to less than 6 years		.350

From 6 years to less than 7 years		.375

From 7 years to less than 10 years.		.400

From 10 years to less than 12 years		.450

From 12 years to less than 15 years		.500

From 15 years to less than 20 years		.550

From 20 years to 30 years		.875

Beyond 30 years		To be negotiated

Schedule A

EXHIBIT A

The following terms, if applicable, shall be agreed to by the Agents and the
Company pursuant to each Terms Agreement:

Principal Amount: $

(or principal amount of foreign or composite currency)

Stated Maturity Date:

Specified Currency:

Exchange Rate Agent:

Authorized Denomination:

Original Issue Date:

Trade Date:

Issue Price: %

Agent153s Discount or Commission:

Settlement Date and Time:

Interest Rate or Formula:

If Fixed Rate Note:

Interest Rate:

Interest Payment Dates:

Day Count Convention:

	o	30/360 for the period from to .
	o	Actual/360 for the period from to .

Actual/Actual for the period from to .

If Floating Rate Note:

Interest Calculation:

	o	Regular Floating Rate Note
	o	Floating Rate/Fixed Rate Note

Fixed Rate Commencement Date:

		Fixed Interest Rate:
o	Inverse Floating Rate Note

Fixed Interest Rate:

Interest Rate Basis(es):

	If LIBOR,
		__ Reuters Page LIBOR01

	__ Reuters Page LIBOR02
	Designated LIBOR Currency:

	If CMT Rate,
		Designated Reuters Page:

	__ If Reuters Page FRBCMT
		If Reuters Page FEDCMT:

	__ Weekly Average
	__ Monthly Average

Designated CMT Maturity Index:

If Federal Funds Rate,

A-1

__ If Federal Funds (Effective) Rate

__ If Federal Funds Open Rate

__ If Federal Funds Target Rate

Initial Interest Rate, if any:

Initial Interest Reset Date:

Spread and/or Spread Multiplier, if any:

Interest Reset Dates:

Interest Payment Dates:

Regular Record Dates:

Index Maturity:

Minimum Interest Rate, if any:

Interest Rate Reset Period:

Interest Payment Period:

Calculation Agent:

Day Count Convention:

o 30/360 for the period from to .

o Actual/360 for the period from to .

o Actual/Actual for the period from to .

If Redeemable:

Initial Redemption Date:

Initial Redemption Percentage:

Annual Redemption Percentage

Reduction, if any:

If Repayable:

Optional Repayment Dates:

Repayment Price:

Additional/Other Terms:

Also, in connection with the purchase of Notes from the Company by one or
more Agents as principal, agreement as to whether the following will be
required:

–

Officers153 Certificate pursuant to Section 7(b) of the Distribution Agreement.

–

Legal Opinion pursuant to Section 7(c) of the Distribution Agreement.

–

Comfort Letter pursuant to Section 7(d) of the Distribution Agreement.

–

Stand-off Agreement pursuant to Section 4(j) of the Distribution Agreement.

–

Legal Opinion of counsel to the Agents pursuant to Section 5(b)(2) of the
Distribution Agreement.

A-2

EXHIBIT B

FORM OF LETTER APPOINTING ADDITIONAL AGENT- PROGRAM

[ ], [ ]

To:	Colgate-Palmolive Company

300 Park Avenue

New York, New York 10022

Attention:

Treasurer

Re:

Medium-Term Notes, Series G of Colgate-Palmolive

Company (the “Company”)

Dear Sirs:

We refer to Section 18(a) of the Distribution Agreement dated July 29, 2010
entered into with respect to the distribution of the Company153s Medium-Term
Notes, Series G (the “Notes”), and made between the Company and the Agents party
thereto (which agreement, as amended from time to time, is herein referred to as
the “Distribution Agreement”).

Conditions Precedent

We confirm that we are in receipt of the documents referenced below:

(i)

a copy of the Distribution Agreement;

(ii)

copies of such documents referenced in the Distribution Agreement as we have
reasonably requested; and

(iii)

side letters in a form approved by us from the legal counsel referred to in
Section 5(b)(1) and 5(b)(2), if required, of the Distribution Agreement
addressed to us and giving us the full benefit of the existing legal opinions.

For the purposes of Section 13 of the Distribution Agreement, our name,
address, telephone and telecopy number for the service of notices are as
follows:

[insert name, address, telecopy number and attention]

In consideration of the Company appointing us as an Agent under the
Distribution Agreement, we hereby undertake, for the benefit of the Company and
each of the other Agents, that we will perform and comply with all the duties
and obligations expressed to be assumed by an Agent under the Distribution
Agreement.

B-1

This letter is governed by, and shall be construed in accordance with, the
laws of the State of New York applicable to agreements made and to be performed
wholly within such State.

	Very truly yours,

	[NAME OF NEW AGENT]

	By:
		Name:
		Title:

B-2

EXHIBIT C

FORM OF COMPANY LETTER

[ ], [ ]

To:	[NAME AND ADDRESS OF NEW AGENT]

Re:

Medium-Term Notes, Series G of Colgate-Palmolive

Company (the “Company”)

Dear Sirs:

We refer to the Distribution Agreement dated July 29, 2010 (such agreement,
as amended from time to time, the “Distribution Agreement”) entered into with
respect to the distribution of the Company153s Medium-Term Notes, Series G (the
“Notes”) and hereby acknowledge receipt of your letter to us dated .

In accordance with Section 18(a) of the Distribution Agreement, we hereby
confirm that, with effect from the date hereof, you shall become a party to the
Distribution Agreement, vested with all the authority, rights, powers, duties
and obligations of an Agent as if originally named as an Agent under the
Distribution Agreement.

	Very truly yours,

	COLGATE-PALMOLIVE COMPANY

	By:
		Name:
		Title:

cc:	[Other Agents party to the

Distribution Agreement]

C-1

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